Common use of Maintenance of Perfected Security Interest; Further Documentation Clause in Contracts

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever except (subject to the other provisions hereof) for Excepted Liens. (b) At any time and from time to time, upon the request purpose of the Administrative Agent obtaining or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rightsrights and powers herein granted by the Company. (b) Except as otherwise permitted by the Indenture, powers and privileges herein grantedthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) Without limiting The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the obligations Note Collateral Agent (acting at the direction of the Grantors under Section 5.02(b): (i)upon requisite Holders pursuant to the request terms of the Administrative Indenture and in each case at the sole expense of the Company), so as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent in this Agreement or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Liens, (ii) filing any financing and continuation statements or similar documents and (iii) promptly executing and delivering control agreements, and, during the continuance of an Ambac Event of Default, instruments of pledge, notices and assignments and other documents, in each case relating to the creation, validity, perfection, maintenance or continuation of the Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Secured PartyNote Document, such Grantor shall the Company will not be required (x) to take any action in any Foreign Jurisdiction, or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent laws of any such Foreign Jurisdiction, or to enter into any Lender) requested security agreement or pledge agreement governed by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning laws of Sections 9-104any such Foreign Jurisdiction, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control"create any security interests (or other Liens) in Collateral located or titled in any Foreign Jurisdiction, and each Grantor shall promptly notify the Administrative Agent and the or in order to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, and (B) be a "protected purchaser" (as defined other than in Section 8.303 each case, Collateral consisting of the Texas UCC); Principal Proceeds Collateral Account or the AAC Note Proceeds, if such Collateral consisting of the Principal Proceeds Collateral Account or the AAC Note Proceeds is located in a Foreign Jurisdiction, or (iiy) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the Principal Proceeds Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Account or any other Secured Party) necessary deposit, bank or requested by securities account into which the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawAAC Note Proceeds may be deposited. (d) This Section 6.02 Upon the occurrence and during the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor continuance of an Ambac Event of Default, the Administrative Note Collateral Agent may liquidate, or notify any bank or securities intermediary subject to an account control agreement to liquidate, any deposit account or securities account or any related investment property maintained or held thereby and remit the other Secured Parties in order proceeds thereof to effectuate the purpose and intent of this AgreementNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority as described in Section 5.05 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof and to Sections 1501, 1502, 1503 and 1508 of the Indenture). (b) [Reserved.] (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyNote Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Note Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Note Document, Issuers such Grantor will not be required to (i) take any action in any jurisdiction other than the United States of America, or other Persons required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) deliver control agreements with respect to Collateral to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other than certificated securities and goods covered by a document Collateral, except in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the case of Intercompany Notes, limited to any such note with a principal amount in excess of $3,000,000) to the Note Collateral Agent (or another Person other than such Grantor as required under any applicable Intercreditor Agreement), or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a baileedeliver landlord lien waivers, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take estoppels or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawcollateral access letters. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liensincluding without limitation, completing the Filings and filing any financing or continuation or analogous statements or filings under the Uniform Commercial Code (or other applicable laws) in effect in any jurisdiction with respect to the security interests created hereby. (b) Such Grantor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Secured Party may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent Secured Party may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering (i) filing any agreements, financing or continuation or analogous statements or filings under the Uniform Commercial Code (or other Applicable Laws) in form and substance satisfactory effect in any jurisdiction with respect to the Administrative Agentsecurity interests created hereby, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) in the case of Investment Property, Account Collateral, Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Secured Party to obtain “control” (within the meaning of the applicable Uniform Commercial Code (or other Applicable Laws)) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agentthereto, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession case of any item of Equipment that is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a baileesecurity interest on such certificate is required as a condition of perfection thereof, at the request of the Secured Party, execute and file with the registrar of motor vehicles or other appropriate authority in such Grantor shall provide prompt notice jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and within 30 days after the end of each calendar quarter, deliver to the Administrative Agent and Secured Party copies of all such certificates of title issued during such calendar quarter indicating the other Secured Parties of any such Collateral then security interest created hereunder in the possession items of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawEquipment covered thereby. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such U.S. Grantor shall maintain the security interest created by this Agreement in such U.S. Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such U.S. Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such U.S. Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such U.S. Grantor’s Collateral and such other reports in connection with such U.S. Grantor’s Collateral as the ABL Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyABL Collateral Agent, and at the sole expense of such U.S. Grantor, such U.S. Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative ABL Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsU.S. Grantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in form and substance satisfactory effect from time to time in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Parent Borrower nor any U.S. Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or other Persons 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 establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of a Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the ABL Collateral Agent (or another Person other than such Grantor or the Administrative Agentas required under any applicable Intercreditor Agreement), such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) to the extent consisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any U.S. Grantor where it determines that such action cannot be accomplished without undue effort or expense by the obligations imposed on each Grantor time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 5.05 3.2 and Section 2.2 and shall defend such security interest interests and such priority against the claims and demands of all Persons whomsoever except to the extent adverse to such Grantor’s ownership rights or otherwise inconsistent with this Agreement or the other Loan Documents; provided, however, that security interests that relate solely to Collateral the aggregate value of which does not exceed $1,000,000 are deemed invalid or unenforceable, such invalidity or unenforceability may remain to the extent not constituting an Event of Default under Section 9.1(j) of the Credit Agreement for Excepted Liensthe period specified therein. (b) 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 in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly give, execute, execute and deliver, indorseand have recorded or authorize the recording of, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further action as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve preserving the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including the filing of any financing or continuation statement under the UCC (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause Requirement of Law relating to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning registration of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) Liens over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Intellectual Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons personal property) in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of effect in any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) jurisdiction with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agentsecurity interests created hereby and, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect subject to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor 7.12 of the Administrative Agent Credit Agreement, the execution and the other Secured Parties in order to effectuate the purpose delivery of Deposit Account Control Agreements and intent of this AgreementSecurities Account Control Agreements.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Term Loan Priority Collateral and such other reports in connection with such Grantor’s Term Loan Priority Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or other Persons 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 establish "create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control"” over, and each Grantor shall promptly notify any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Administrative Agent and Senior ABL Facility Agreement is in effect, as required by Subsection 6.6(a) of the other Secured Parties of such Grantor's acquisition Senior ABL Facility Agreement (or any corresponding section of any such Collateral, successor Working Capital Credit Agreement) and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the Collateral Agent, (or another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in order to perfect any security interests in cash, deposit accounts or securities accounts (except to the extent consisting of proceeds perfected by the filing of a Person other than such Grantor financing statement under the Code), (y) deliver landlord lien waivers, estoppels or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and collateral access letters or (iiiz) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 SECTION 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liensincluding without limitation, completing the Filings and filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, subject to the Intercreditor Agreement, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing or continuation statements under the obligations Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or Investment Property, Letter-of-Credit Rights and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required reasonably necessary to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106the applicable Uniform Commercial Code) with respect thereto, and 9-107 (iii) in the case of any item of Equipment that is covered by a certificate of title under a statute of any jurisdiction under the UCC) over any Collateral constituting Deposit Accountslaw of which indication of a security interest on such certificate is required as a condition of perfection thereof, Electronic Chattel Paper, Investment Property (including at the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to request of the Administrative Agent, execute and file with securities intermediaries, Issuers the registrar of motor vehicles or other Persons appropriate authority in order to establish "control"such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and within 30 days after the end of each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateralcalendar quarter, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice deliver to the Administrative Agent and copies of all such certificates of title issued during such calendar quarter indicating the other Secured Parties of any such Collateral then security interest created hereunder in the possession items of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawEquipment covered thereby. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Term Loan Collateral and such other reports in connection with such Grantor’s Term Loan Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in form and substance satisfactory effect from time to time in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or other Persons 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 establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent, (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent consisting of proceeds perfected by the filing of a Person other than such Grantor or financing statement under the Administrative Code or, in the case of Pledged Stock, by being held by the Collateral Agent, such Grantor shall obtain written acknowledgment that such Person holds possession any Collateral Representative or any Additional Agent as agent for the Administrative Collateral Agent's benefit; and ), (iiiy) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b), and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 5.05 and shall defend 4.2 until the Collateral is released from such security interest against pursuant to the claims terms of Section 9.15 of the Credit Agreement or by operation of law or by agreement of the requisite Lenders or all Lenders and demands shall cause such Collateral to remain free of all Persons whomsoever except for Excepted Liens other than Permitted Liens. (b) At Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Collateral owned by it, in any event to include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b), at any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to createbetter assure, perfectpreserve, establish protect and perfect the priority ofsecurity interests granted hereby, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, rights and powers and privileges herein granted. , including (ci) Without limiting the obligations payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the Grantors security interests and (ii) the filing of any financing or continuation statements under Section 5.02(b): the Uniform Commercial Code or PPSA (i)upon or other similar laws) in effect in any applicable jurisdiction within the request of United States or Canada with respect to the security interests created hereby. Each Grantor will provide to the Administrative Agent or any other Secured Partyfrom time to time upon reasonable request, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance evidence reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order Agent as to establish "control", the perfection (to the extent required by this Agreement) and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 priority of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor Lien created or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause intended to be taken all actions (other than any actions required created pursuant to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever except (subject to the other provisions hereof) for Excepted Liens. (b) At any time and from time to time, upon the request purpose of the Administrative Agent obtaining or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rightsrights and powers herein granted by the Company. (b) Except as otherwise permitted by the Indenture, powers and privileges herein grantedthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) Without limiting The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the obligations Note Collateral Agent (acting at the direction of the Grantors under Section 5.02(b): (i)upon requisite Holders pursuant to the request terms of the Administrative Indenture and in each case at the sole expense of the Company), so as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent in this Agreement or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Collateral Liens, (ii) filing any financing and continuation statements or similar documents, and (iii) promptly executing and delivering control agreements, and, during the continuance of an Event of Default pursuant to Section 601(i) of the Indenture, instruments of pledge, notices and assignments and other documents, in each case solely relating to the creation, validity, perfection, maintenance or continuation of the Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Secured PartyNote Document, such Grantor shall the Company will not be required (x) to take any action in any Foreign Jurisdiction, or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent laws of any such Foreign Jurisdiction, or to enter into any Lender) requested security agreement or pledge agreement governed by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning laws of Sections 9-104any such Foreign Jurisdiction, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control"create any security interests (or other Liens) in Collateral located or titled in any Foreign Jurisdiction, and each Grantor shall promptly notify the Administrative Agent and the or in order to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, and (B) be a "protected purchaser" (as defined other than in Section 8.303 each case, Collateral consisting of the Texas UCC); Collateral Account or the Eligible Investments on deposit therein, if such Collateral consisting of the Collateral Account is located in a Foreign Jurisdiction or (iiy) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Account or any other Secured Party) necessary deposit, bank or requested by securities account into which the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawTier II Net Proceeds or Eligible Investments may be deposited. (d) This Upon the occurrence and during the continuance of an Event of Default pursuant to Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor 601(i) of the Administrative Indenture, the Note Collateral Agent may liquidate, or notify any bank or securities intermediary in control of any deposit account or securities account or any related investment property to liquidate, such Collateral and remit the other Secured Parties in order proceeds thereof to effectuate the purpose and intent of this AgreementNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the Uniform Commercial Code (or other similar laws) or obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing or continuation statements under the obligations Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby (ii) in the case of Investment Property, Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the Grantors under Section 5.02(b): (i)upon the case of such Letter-of-Credit Rights, only after written request of from the Administrative Agent or and subject to the last sentence of Section 4.3) and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (iiapplicable Uniform Commercial Code) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; thereto and (iii) with respect to any Collateral constituting Goods that are in the possession case of a baileeIntellectual Property, such Grantor shall provide prompt notice filings to the Administrative Agent United States Patent and Trademark Office, the United States Copyright Office or other Secured Parties of similar authority in any such Collateral then jurisdiction in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawworld. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in the Collateral (other than Excluded Perfection Assets) as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than to the extent such claims and demands are permitted by the Credit Agreement). (b) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such GrantorGrantor (or any of them), such Grantor will shall promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering (i) the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any jurisdiction with respect to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", security interests created hereby and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) in the case of Investment Property, Deposit Accounts (other than Excluded Collateral) and any other Collateral in which a security interest is perfected by Control (subject to the thresholds set forth herein and other than Excluded Perfection Assets), taking any actions necessary to enable the Agent to obtain Control with respect thereto to Collateral other than certificated securities and goods covered the extent required hereunder. (c) To the extent requested by a document in the possession of a Person other than such Grantor Agent or the Administrative AgentRequired Lenders, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice furnish to the Administrative Agent from time to time (but, except upon the occurrence and during the other Secured Parties continuation of an Event of Default, no more frequently than once in any such Collateral then in the possession of such bailee, and such Grantor shall take or cause calendar year) updated schedules to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawthis Agreement. (d) This In the event that such Grantor hereafter acquires any property of a type described in Section 6.02 3.6 hereof which is not Excluded Collateral, it shall promptly notify the Agent in writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties may reasonably request in order to effectuate ensure that the purpose and intent Agent has a valid, perfected (except to the extent such Collateral constitutes Excluded Perfection Assets), first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding the foregoing, no Grantor shall be required to notify the Agent or take any such action unless such Collateral is material to the Grantors’ business, taken as a whole. (e) To the extent the creation hereunder of this Agreementany Lien on the Collateral granted hereunder requires the consent of such Grantor, such Grantor hereby consents to the security interest created hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall consistent with the Loan Documents (i) maintain the security interest created by this Agreement as a perfected security interest having at least to the priority described in Section 5.05 extent required hereunder and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens. for, in each case, Permitted Liens (bor, in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) At or 7.1(g) of the Credit Agreement or created under the Collateral Documents), (ii) at any time and from time to time, upon the reasonable request of the Administrative Agent or any other Secured Partythe Required Lenders through the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, including notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request appropriate to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party the Required Lenders through the Administrative Agent to enforce enforce, assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedgranted and (iii) promptly give notice to the Administrative Agent of, and shall defend the Collateral against, and shall take such other action as may be necessary to remove, any Lien (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents)) and shall defend the security interest and Lien created by this Agreement against the claims and demands (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents)) of all Persons whomsoever. (cb) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Each Grantor shall (i) take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9106 and 8-106, and 9-107 106 of the UCC) over any Collateral constituting (1) Deposit Accounts (other than Excluded Bank Accounts, Electronic Chattel Paper, Investment Property ) and (including the 2) Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory Equity Interests to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order extent that such Equity Interests constitute Certificated Securities and are issued to establish "control", such Grantor and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt prior notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and before such Grantor shall take or cause to be taken all actions opens a new Deposit Account (other than any actions required to be taken by an Excluded Bank Account). Notwithstanding the foregoing, the Administrative Agent or any other Secured Party) necessary or requested by agrees with each Grantor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to cause time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing and upon the cure or waiver of all Events of Default thereafter, the Administrative Agent to have shall deliver a perfected security interest in notice rescinding such Collateral under applicable lawinstructions. (dc) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 5.05 subsection 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the U.S. ABL Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the U.S. ABL Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyU.S. ABL Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative U.S. ABL Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Parent Borrower nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or other Persons required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the case of Intercompany Notes, limited to any such note with a principal amount in excess of $3,000,000) to the U.S. ABL Collateral Agent (or another Person other than such Grantor as required under any applicable Intercreditor Agreement), or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) deliver landlord lien waivers, estoppels or collateral access letters. It is understood and agreed that no Grantor shall be required to file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and Fixtures affixed to or attached to any real property that is not subject to a Mortgage pursuant to the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this ABL Credit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise specifically permitted under this Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.3, except as otherwise permitted in connection with the Credit Agreement, and shall defend such security interest against the material claims and demands of all Persons whomsoever whomsoever, except for Excepted with respect to Permitted Liens. (b) At any time and from time to time, upon the reasonable request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): subsection (i)upon b) of this Section, (i) upon the reasonable request of the Administrative Agent or any other Secured PartyAgent, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, with a value in excess of $100,000 including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral with a value in excess of $100,000 other than certificated securities and goods Goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties bailee with a value in excess of any such Collateral then in the possession of such bailee, and $100,000 such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or reasonably requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 5.05 subsection 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrower nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or other Persons required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) deliver control agreements with respect to Collateral to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other than certificated securities and goods covered by a document Collateral, except in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the case of Intercompany Notes, limited to any such note with a principal amount in excess of $3,000,000) to the Collateral Agent (or another Person other than such Grantor as required under any applicable Intercreditor Agreement), or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) deliver landlord lien waivers, estoppels or collateral access letters. It is understood and agreed that no Grantor shall be required to file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and Fixtures affixed to or attached to any real property that is not subject to a Mortgage pursuant to the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Credit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the PPSA (or other similar laws) or obtaining "control" (within the meaning of the STA) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing statements or financing change statements under the obligations PPSA in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the Grantors under Section 5.02(b): (i)upon the case of such Letter-of-Credit Rights, only after written request of from the Administrative Agent or and subject to the last sentence of Section 4.3) and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (iiSTA) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; thereto and (iii) with respect to any Collateral constituting Goods that are in the possession case of a baileeIntellectual Property, such Grantor shall provide prompt notice filings to the Administrative Agent and the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, or other Secured Parties of similar authority in any such Collateral then jurisdiction in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawworld. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the PPSA (or other similar laws) or obtaining "control" (within the meaning of the STA) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Note Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing statements or financing change statements under the obligations PPSA in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts and Securities Accounts (including the Grantors under Notes Priority Collateral Account, if applicable, but excluding any Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Collateral Agent and subject to the last sentence of Section 5.02(b): (i)upon the request of the Administrative Agent or 4.3) and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by enable the Administrative Agent or any Lender) requested by the Administrative Collateral Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (iiSTA) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agentthereto, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession case of a baileeIntellectual Property, such Grantor shall provide prompt notice filings to the Administrative Agent and the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, or other Secured Parties of similar authority in any such Collateral then jurisdiction in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawworld. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the Term Loan Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 5.05 and shall defend such security interest thereof against the claims and demands not permitted by the Term Loan Credit Agreement of all Persons whomsoever except for Excepted Lienswhomsoever. (b) At Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. (e) Subject to the Perfection Exceptions and clause (f) below, each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and any recording of financing statements and other Persondocuments), contractswhich may be required under any Law, agreementsor which the Collateral Agent or the Required Lenders may reasonably request, assignmentsin order (x) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby, all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Grantor. Without limiting the obligations generality of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Partyforegoing, such Grantor shall take or cause comply with Section 6.14 of the Term Loan Credit Agreement. (f) Notwithstanding anything in this Section 4.01 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Term Loan Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary of the other Secured Parties of any such Collateral then in Borrower that is required by the possession of such baileeTerm Loan Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Credit Agreement, and such Grantor shall take or cause this Section 4.01. (g) Notwithstanding the foregoing, subject to be taken all actions (other than Section 6.12 of the Term Loan Credit Agreement, any actions action required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent Grantor pursuant to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall 4.01 (other than clause (a) hereof) may be interpreted as broadly as possible in favor taken by such Grantor, at its option, on or prior to the date the Borrower is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the Administrative Agent and Term Loan Credit Agreement for the other Secured Parties in order to effectuate fiscal quarter during which the purpose and intent of event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 subsection 3.2 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to subsection 3.2(b). (b) At Such Grantor will furnish to the Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Agent may reasonably request. In addition, within thirty (30) days after the end of each calendar quarter, such Grantor will deliver to the Agent a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional registrations and applications for Copyrights, Patents, Trademarks and any material exclusive Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, upon at the reasonable request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation agreements and instruments, and take all such further actions (including the filing and recording of financing statements, amendmentsfixture filings, notices (includingmortgages, without limitation, notifications to financial institutions deeds of trust and any other Persondocuments), contractswhich may be required under any Applicable Law, agreementsor which the Agent or the Required Lenders may reasonably request, assignmentsin order (x) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (cd) Without limiting Notwithstanding anything in this subsection 4.1 to the obligations of the Grantors under Section 5.02(b): contrary, (i)upon the request of the Administrative Agent or i) with respect to any other Secured Party, assets acquired by such Grantor shall take or cause after the date hereof that are required by the Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary of the other Secured Parties of any such Collateral then in U.S. Borrower that is required by the possession of such baileeCredit Agreement to become a party hereto, and such the relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Credit Agreement or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawthis subsection 4.1. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor shall deliver to the Collateral Agent on behalf of the Secured Parties, (i) on the date hereof, a certificate dated such date showing the amount and types of insurance coverage as of such date, (ii) upon request of any Secured Party from time to time, full information as to the insurance carried, (iii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the date hereof, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by such Grantor, and (v) promptly after such information is available to such Grantor, full information as to any claim for an amount in excess of $5,000,000 with respect to any property and casualty insurance policy maintained by such Grantor. The Collateral Agent shall be named as additional insured on all such liability insurance policies of such Grantor and the Collateral Agent shall be named as loss payee on all property and casualty insurance policies of such Grantor. (c) 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 assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (d) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be such further actions as are necessary or advisable or as that the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto to the extent required hereunder, including without limitation, executing and delivering any agreements, and causing the relevant securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the Administrative Agent, with Collateral Agent (it being agreed that the Collateral Agent will not indemnify any securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document intermediary in the possession of a Person other than such Grantor or the Administrative Collateral Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law’s individual capacity). (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever except (subject to the other provisions hereof) for Excepted Liens. (b) At any time and from time to time, upon the request purpose of the Administrative Agent obtaining or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rightsrights and powers herein granted by the Company. (b) Except as otherwise permitted by the Indenture, powers and privileges herein grantedthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) Without limiting The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the obligations Note Collateral Agent (acting at the direction of the Grantors under Section 5.02(b): (i)upon requisite Holders pursuant to the request terms of the Administrative Indenture and in each case at the sole expense of the Company), so as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent herein or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Liens, (ii) filing any financing and continuation statements or similar documents, and (iii) promptly executing and delivering control agreements, and, during the continuance of an Ambac Event of Default, instruments of pledge, notices and assignments and other documents, in each case relating to the creation, validity, perfection, maintenance or continuation of the Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Secured PartyNote Document, such Grantor shall the Company will not be required (x) to take any action in any Foreign Jurisdiction, or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent laws of any such Foreign Jurisdiction, or to enter into any Lender) requested security agreement or pledge agreement governed by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning laws of Sections 9-104any such Foreign Jurisdiction, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control"create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, and each Grantor shall promptly notify the Administrative Agent and the or in order to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, and (B) be a "protected purchaser" (as defined other than in Section 8.303 each case, Collateral consisting of the Texas UCC); Ambac Note or the Ambac Note Proceeds Collateral Account, if such Collateral consisting of the Ambac Note or the Ambac Note Proceeds Collateral Account is located in a Foreign Jurisdiction or (iiy) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the Ambac Note Proceeds Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawAccount. (d) This Section 6.02 Upon the occurrence and during the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor continuance of an Ambac Event of Default, the Administrative Note Collateral Agent may liquidate, or notify any bank or securities intermediary subject to an account control agreement to liquidate, any deposit account or securities account or any related investment property maintained or held thereby and remit the other Secured Parties in order proceeds thereof to effectuate the purpose and intent of this AgreementNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority as described in Section 5.05 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Term Loan Priority Collateral and such other reports in connection with such Grantor’s Term Loan Priority Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby provided further that the Borrower or such Grantor will not be required to (w) take any action in any jurisdiction other than the United States of America, with securities intermediariesor required by the laws of any such jurisdiction, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (x) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of a Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person other than such Grantor as required under any applicable Intercreditor Agreement), (y) deliver landlord lien waivers, estoppels or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and collateral access letters or (iiiz) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the Credit Agreement, and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 5.05 and shall defend such security interest thereof against the claims and demands not permitted by the Credit Agreement of all Persons whomsoever except for Excepted Lienswhomsoever. (b) At Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibit 2 and Exhibits 3-A, 3-B or 3-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering such After-Acquired Intellectual Property Collateral, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 3-A), the United States Patent and Trademark Office (if in the form of Exhibit 3-B or Exhibit 3-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. (e) (e) Subject to the Perfection Exceptions, clause (f) below and Sections 3.03(b) hereof, each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and any recording of financing statements and other Persondocuments), contractswhich may be required under any Law, agreementsor which the Collateral Agent or the Required Lenders may reasonably request, assignmentsin order (x) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby, all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Grantor. Without limiting the obligations generality of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Partyforegoing, such Grantor shall take or cause comply with Section 6.14 of the Credit Agreement. (f) Notwithstanding anything in this Section 4.01 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary of the other Secured Parties of any such Collateral then in Borrower that is required by the possession of such baileeCredit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, and such Grantor shall take or cause this Section 4.01. (g) Notwithstanding the foregoing, subject to be taken all actions (other than Section 6.12 of the Credit Agreement, any actions action required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent Grantor pursuant to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall 4.01 (other than clause (a) hereof) may be interpreted as broadly as possible in favor taken by such Grantor, at its option, on or prior to the date the Borrower is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the Administrative Agent and Credit Agreement for the other Secured Parties in order to effectuate fiscal quarter during which the purpose and intent of event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Mortgage Notes Indenture Trustee may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyMortgage Notes Indenture Trustee, and at the sole expense of such Grantor, such Grantor will promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent Mortgage Notes Indenture Trustee may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting the obligations filing of any financing or continuation statements under the Grantors under Section 5.02(b): Uniform Commercial Code (i)upon or other similar laws) in effect in any jurisdiction with respect to the request security interests created hereby and (ii) in the case of the Administrative Agent or Investment Property, Deposit Accounts and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by enable the Administrative Agent or any Lender) requested by the Administrative Agent Mortgage Notes Indenture Trustee to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104the applicable Uniform Commercial Code) with respect thereto, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreementsand causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit D, or in such other form and substance as may be satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawMortgage Notes Indenture Trustee. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, including completing the Filings and filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including (ci) Without limiting filing any financing or continuation statements under the obligations UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, and (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request Investment Property, Letter of the Administrative Agent or Credit Rights and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required reasonably necessary to be taken by enable the Administrative Agent or any Lender) requested by the Administrative Collateral Agent to cause the Administrative Agent to (A) have "obtain “control" ” (within the meaning of the applicable UCC) with respect thereto, including taking the actions set forth in Sections 9-104, 9-105, 9-106, 106 and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing UCC and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 applicable sections of the Texas UCC); (ii) with respect UCC referred to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawsaid sections. (d) This Section 6.02 and the obligations imposed on each Such Grantor by this Section 6.02 shall not enter into any contracts or any formal and/or informal agreements under which a Governmental Authority would be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreementan obligor.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 5.05 4.3(a) and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject to the rights of such Grantor under the Loan Documents, including such Grantor’s rights to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor in reasonable detail and such other reports in connection therewith, in each case, as the Collateral Agent may reasonably request. (c) Such Grantor shall give to the Collateral Agent and the other Secured Parties, if accompanied by the Collateral Agent, upon reasonable prior notice, access during normal business hours to all of its books, correspondence and records and the Collateral Agent and the other Secured Parties and their respective representatives may examine, inspect or audit the same and take extracts therefrom and make photocopies thereof, at such Grantor’s reasonable cost and expense; provided that unless an Event of Default has occurred or is continuing, only one (1) such visit in any calendar year shall be at the Grantors’ collective expense. The Collateral Agent and the other Secured Parties, if accompanied by the Collateral Agent, and their respective representatives shall, upon reasonable prior notice, during normal business hours and subject to the rights of any third party landlords, also have the right to enter into and upon any premises where any of the Inventory or Equipment is located for the purpose of examining, inspecting or auditing the same, or otherwise protecting their interests therein. (d) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statementsdocuments, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person)a completed pledge supplement, contractssubstantially in the form of Annex IV attached hereto, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to createfor the purpose of creating, perfectperfecting, establish ensuring the priority of, protecting or to preserve enforcing the validity, perfection Collateral Agent’s security interest in the Collateral or priority of, the Liens granted by this Agreement otherwise conferring or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rightsinterests, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor (i) shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by the filing of a financing statement under the Uniform Commercial Code (or other similar Laws) or obtaining “control” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 5.05 4.3 and (ii) shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorse, file or and shall record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any recorded, such further instruments and all steps or acts that may be necessary or advisable or documents and take such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing or continuation statements under the obligations Uniform Commercial Code (or other similar Laws) in effect in any jurisdiction with respect to the security interests created hereby (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured PartyInvestment Property, such Grantor shall take or cause to be taken all actions Deposit Accounts and Securities Accounts (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Permitted Unperfected Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify only after written request from the Administrative Agent (at the direction of the Required Lenders) and subject to the last sentence of Section 4.3) and any other Secured Parties of such Grantor's acquisition of any such relevant Collateral, and taking any actions necessary to enable the Administrative Agent to obtain “control” (B) be a "protected purchaser" (as defined in Section 8.303 within the meaning of the Texas UCC); (iiapplicable Uniform Commercial Code) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; thereto and (iii) with respect to any Collateral constituting Goods that are in the possession case of a baileeIntellectual Property, such Grantor shall provide prompt notice filings to the Administrative Agent United States Patent and Trademark Office, the United States Copyright Office or other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawsimilar authority. (d) This Section 6.02 By virtue of the execution and delivery by the Grantors of this Agreement and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor entry of the Interim Financing Order (or the Final Financing Order, when applicable), the Administrative Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in the other Secured Parties in order Collateral under the Bankruptcy Code, subject only to effectuate the purpose Liens permitted under the Loan Documents, as security for the payment and intent performance of this Agreementthe Obligations.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Subject to the Intercreditor Agreement, such Guarantor or Pledgor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority priority, but subject to the limitations with respect to perfection, described in Section 5.05 4.2 and shall shall, in accordance with its business practices from time to time, defend such security interest against the material claims and demands of all Persons whomsoever except for Excepted Lienspersons whomsoever, provided, however, that nothing herein shall limit the rights of such Guarantor or Pledgor under the Secured Debt Documents to dispose of the Collateral and/or limit the provisions relating to the release of the Liens in the Secured Debt Documents and the Collateral Trust Agreement. (b) Such Guarantor or Pledgor shall furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and, in the case of any Guarantor, such other reports in connection with the assets and property of such Guarantor as the Collateral Trustee may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Trustee, and at the sole expense of such GrantorGuarantor or Pledgor, such Grantor will Guarantor or Pledgor shall promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent Collateral Trustee may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including (ci) Without limiting the obligations filing of any financing or continuation statements under the Grantors under Section 5.02(b): Uniform Commercial Code (i)upon the request of the Administrative Agent or other similar laws) in effect in any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory jurisdiction with respect to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", security interests created hereby and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document Guarantors only, in the possession case of a Person Investment Property and Deposit Accounts that are part of the Collateral and are not Excluded Perfection Assets and any other than such Grantor or relevant Collateral, taking any actions necessary to enable the Administrative Agent, such Grantor shall Collateral Trustee to obtain written acknowledgment that such Person holds possession for “control” (within the Administrative Agent's benefit; and (iiimeaning of the applicable Uniform Commercial Code) with respect thereto, including executing and delivering and causing the relevant depositary bank or securities intermediary to any Collateral constituting Goods that are in the possession of execute and deliver a bailee, such Grantor shall provide prompt notice to the Administrative Agent Control Agreement (Deposit and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawSecurities Accounts). (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall shall, consistent with the Loan Documents, (i) maintain the security interest created by this Agreement as a perfected security interest having at least to the priority described in Section 5.05 extent required hereunder and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens. for, in each case, Permitted Liens (bor, in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) At or 7.1(g) of the Credit Agreement or created under the Collateral Documents), (ii) at any time and from time to time, upon the reasonable request of the Administrative Agent or any other Secured Partythe Required Lenders through the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, including notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request appropriate to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party the Required Lenders through the Administrative Agent to enforce enforce, assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedgranted and (iii) promptly give notice to the Administrative Agent of, and shall defend the Collateral against, and shall take such other action as may be necessary to remove, any Lien (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents)) and shall defend the security interest and Lien created by this Agreement against the claims and demands (except for Permitted Liens (or in the case of Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Collateral Documents)) of all Persons whomsoever. (cb) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Each Grantor shall (i) take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9106 and 8-106, and 9-107 106 of the UCC) over any Collateral constituting (1) Deposit Accounts (other than Excluded Bank Accounts, Electronic Chattel Paper, Investment Property ) and (including the 2) Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory Equity Interests to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order extent that such Equity Interests constitute Certificated Securities and are issued to establish "control", such Grantor and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt prior notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and before such Grantor shall take or cause to be taken all actions opens a new Deposit Account (other than any actions required to be taken by an Excluded Bank Account). Notwithstanding the foregoing, the Administrative Agent or any other Secured Party) necessary or requested by agrees with each Grantor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to cause time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing and upon the cure or waiver of all Events of Default thereafter, the Administrative Agent to have shall deliver a perfected security interest in notice rescinding such Collateral under applicable lawinstructions. (dc) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Issuer shall, and shall cause each of its subsidiaries to, do or cause to be done all acts and things necessary to maintain the security interest Security Interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 5.05 3.4 and shall defend such security interest interests against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, and shall maintain and preserve the Lien hereby created so long as any of the Secured Obligations remains unpaid. (b) At any time and from time to time, upon the On request of the Administrative Agent Collateral Agent, the Issuer shall promptly (i) correct any defect, error or omission which may be discovered in the contents of this Agreement or any other Secured Party, and at financing statement relating thereto or in the sole expense execution or acknowledgment of such Grantor, such Grantor will promptly and duly give, this Agreement or any financing statement; (ii) execute, deliveracknowledge, indorse, file or deliver and record in any and all financing statements, continuation statements, amendments, notices jurisdictions such further instruments (including, without limitation, notifications to financial institutions and any other Person), contracts, further security agreements, assignmentsfinancing statements, certificates, stock powers or other instruments, obtain any continuation statements and all governmental approvals assignments of proceeds) and consents and take or cause to be taken any and all steps or do such further acts that as may be necessary necessary, desirable or advisable or as proper to carry out more effectively the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits purposes of this Agreement and to more fully identify and subject to the rightsSecurity Interests hereof any property intended to be covered hereby, powers including without limitation any renewals, additions, substitutions, replacements or accessions to the Collateral; and privileges herein granted(iii) execute, acknowledge, deliver and record any document or instrument (including specifically any financing statement) necessary, desirable or proper in any jurisdictions to protect the Lien and Security Interest hereunder against the rights or interests of third persons. The Issuer shall pay all costs connected with any of the foregoing. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor The Issuer shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory furnish to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order Collateral Agent from time to establish "control", time statements and each Grantor shall promptly notify schedules further identifying and describing the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken other reports in connection with the Collateral as the Collateral Agent may reasonably request, all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawreasonable detail. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.4 and shall defend such security interest against the claims and demands of all Persons whomsoever whomsoever, except for Excepted Lienswith respect to Liens expressly permitted under Section 7.2 of the Credit Agreement. (b) At Subject to the provisions of Section 10.20, at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without Subject to the provisions of Section 10.20 and the terms of the Credit Agreement, without limiting the obligations of the Grantors under Section 5.02(b): subsection (i)upon b) of this Section, (i) upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); and (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods in an amount in excess of $250,000 that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Permitted Liens. (b) At Subject to the terms of the Intercreditor Agreement, at any time and from time to time, upon the request of the Administrative Agent Collateral Trustee or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent Collateral Trustee may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent Collateral Trustee or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): 6.02(b), but subject in each case to the terms of the Intercreditor Agreement: (i)upon i) upon the request of the Administrative Agent Collateral Trustee or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderCollateral Trustee) requested by the Administrative Agent Collateral Trustee to cause the Administrative Agent Collateral Trustee to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the NY UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative AgentCollateral Trustee, with securities intermediaries, Issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent Collateral Trustee and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas NY UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative AgentCollateral Trustee, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's Collateral Trustee’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent Collateral Trustee and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Collateral Trustee or any other Secured Party) necessary or requested by the Administrative Agent Collateral Trustee to cause the Administrative Agent Collateral Trustee to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent Collateral Trustee and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest to the extent required hereby having at least the priority described in Section 5.05 4.4 hereof, and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted (other than holders of Permitted Liens). (b) Such Grantor shall furnish to the Collateral Agent and the other Secured Parties from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly promptly, and in any event within five (5) Business Days, duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish (and which do not contravene the priority of, express terms of this Agreement) for the purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including (ci) Without limiting the obligations filing of any financing or continuation statements under the Grantors under Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, and (ii) without limitation of Section 5.02(b): (i)upon 5.5(c) hereof, in the request case of the Administrative Agent or any other Secured PartyInvestment Property, such Grantor shall take or cause to be taken all actions Deposit Accounts (other than Excluded Deposit Accounts), Securities Entitlements, Letter-of-Credit Rights and any other relevant Collateral, taking any actions required necessary to be taken by enable the Administrative Agent or any Lender) requested by the Administrative Collateral Agent to cause the Administrative Agent to (A) have "obtain “control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over with respect thereto. (d) To ensure that a Lien and security interest is granted on any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment of the Excluded Property set forth in clauses (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, vii) and (Bviii) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to definition of “Excluded Property”, if reasonably requested by Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall use its commercially reasonable efforts to obtain written acknowledgment that such any required consents from any Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods material permit or license or any Material Contract with such Person entered into by such Grantor that are in requires such consent as a condition to the possession creation by such Grantor of a baileeLien on any right, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take title or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawpermit, license, lease, contract or agreement. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to Section 3.2(c). (b) At Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex B hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendmentsand take all such further actions (including the filing and recording of financing statements and other documents, notices (including, without limitation, notifications to financial institutions and any other Personincluding all applicable documents required under Section 3.2(b)(C)), contractswhich may be required under any applicable law, agreementsor which the Collateral Agent or the Required Lenders may reasonably request, assignmentsin order (x) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (cd) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of the Grantors under Section 5.02(b): contrary, (i)upon the request of the Administrative Agent or i) with respect to any other Secured Party, assets acquired by such Grantor shall take or cause after the date hereof that are required by the Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a U.S. Subsidiary that is required by the other Secured Parties of any such Collateral then in Credit Agreement to become a party hereto, the possession of such bailee, and such relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Credit Agreement or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrowers nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or other Persons required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Section 4.16 of the Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes and any necessary transfer powers or endorsements (in the case of Intercompany Notes, limited to any such note with a principal amount in excess of $5,000,000) to the Collateral Agent (or another Person other than such Grantor or the Administrative Agentas required under any applicable Intercreditor Agreement), such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) take any action in order to perfect any security interests in any cash, deposit accounts or securities accounts (except as required by Section 4.16 of the Credit Agreement and to the extent perfected automatically or by the filing of a financing statement under the Code), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise permitted in the Indenture or the applicable Intercreditor Agreement, such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.2(b) and shall use commercially reasonable efforts to defend such security interest Security Interest against the material claims and demands of all Persons whomsoever (except for Excepted Liensto the extent that the Grantors determine in good faith that the cost of such defense is excessive in relation to the benefit to the Holders of the security interest and priority), in each case other than a Security Interest in assets of such Grantor subject to a disposition that is not prohibited by the Indenture to a Person that is not a Guarantor, and in each case subject to Section 2(c). (b) At [Reserved]. (c) [Reserved]. (d) Subject to the terms and limitations of Section 4.12 of the Indenture, clause (e) below, Section 2(c) and Section 4.1(a), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which are necessary or may be required under any applicable law, or which, subject to the terms of any Intercreditor Agreement then in effect, the Collateral Agent may reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Security Interests created hereby, all at the expense of such Grantor. Each Grantor will promptly hereby irrevocably authorizes the Collateral Agent and duly giveits Affiliates, executecounsel and other representatives, deliverat any time and from time to time, indorse, to file or record any and all financing statements, continuation statementsamendments to financing statements and, amendmentswith notice to the applicable Grantor, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers filing or other instruments, obtain any and all governmental approvals and consents and take recording documents or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement instruments with respect to the Collateral in such Liens or form and in such offices as the Collateral Agent reasonably determines appropriate to otherwise obtain or preserve perfect the full benefits Security Interest of the Collateral Agent under this Agreement and Security Agreement; provided, however, that the rights, powers and privileges herein grantedCollateral Agent shall have no obligation to make such filings. (ce) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of the Grantors under Section 5.02(b): contrary, (i)upon the request of the Administrative Agent or i) with respect to any other Secured Party, assets acquired by such Grantor shall take or cause after the date hereof that are required by the Indenture to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Guarantor that is required by the other Secured Parties of any such Collateral then in Indenture to become a party hereto, the possession of such bailee, and such relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawIndenture and this Section 4.1. (df) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement[Reserved]. (g) [Reserved].

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the security interest Security Interests created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 interests subject to no Liens other than Permitted Liens and shall defend such security interest interests against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, and shall maintain and preserve the Lien hereby created so long as any of the Secured Obligations remains unpaid. (b) At any time and from time to time, upon the On request of the Administrative Agent Collateral Agent, the Grantor shall promptly (i) correct any defect, error or omission which may be discovered in the contents of this Agreement or any other Secured Party, and at financing statement relating thereto or in the sole expense execution or acknowledgment of such Grantor, such Grantor will promptly and duly give, this Agreement or any financing statement; (ii) execute, deliveracknowledge, indorse, file or deliver and record in any and all financing statements, continuation statements, amendments, notices jurisdictions such further instruments (including, without limitation, notifications to financial institutions and any other Person), contracts, further security agreements, assignmentsfinancing statements, certificates, stock powers or other instruments, obtain any continuation statements and all governmental approvals assignments of proceeds) and consents and take or cause to be taken any and all steps or do such further acts that as may be necessary necessary, desirable or advisable or as proper to carry out more effectively the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits purposes of this Agreement and to more fully identify and subject to the rightsSecurity Interest hereof any property intended to be covered hereby, powers including without limitation any renewals, additions, substitutions, replacements or accessions to the Collateral; and privileges herein granted(iii) execute, acknowledge, deliver and record any document or instrument (including specifically any financing statement) necessary, desirable or proper in any jurisdictions to protect the Lien and Security Interest hereunder against the rights or interests of third persons. The Grantor shall pay all costs connected with any of the foregoing. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such The Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory furnish to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order Collateral Agent from time to establish "control", time statements and each Grantor shall promptly notify schedules further identifying and describing the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken other reports in connection with the Collateral as the Collateral Agent may reasonably request, all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawreasonable detail. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to Section 4.1(d), such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 required by the Loan Documents and shall defend such security interest interests against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject to the rights of such Grantor under the Financing Documents to sell, transfer, lease, license or otherwise dispose of the Collateral. (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory furnish to the Administrative AgentCollateral Trustee, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor's acquisition of any Grantor and such Collateralother reports in connection therewith as the Collateral Trustee or Administrative Agent may reasonably request, and all in reasonable detail. (Bc) be a "protected purchaser" (as defined in Subject to Section 8.303 of the Texas UCC4.1(d); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment execute any and all further documents, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust and delivering to the Collateral Trustee certificates representing securities pledged under the Security Documents) that such Person holds possession for may be required under Applicable Law, or that the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a baileeTrustee, such Grantor shall provide prompt notice to Majority Lenders or the Administrative Agent may reasonably request, in order to grant, preserve, protect and perfect the other Secured Parties validity and priority of any such Collateral then in the possession of such bailee, and such Grantor shall take security interests created or cause intended to be taken all actions (other than any actions required to be taken created by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawSecurity Documents. (d) This Section 6.02 and Notwithstanding anything to the obligations imposed on each contrary in this Agreement or any Financing Document, no Grantor by this Section 6.02 shall be interpreted as broadly as possible required to take any actions to (i) perfect the security interests in favor deposit accounts or investment accounts; (ii) perfect any security interest in vehicles; (iii) perfect any security interests in government contracts; (iv) create or perfect any security interests in commercial tort claims; (v) grant or perfect any security interests under any law other than the laws of the Administrative Agent and United States, any State thereof or the District of Columbia; (vi) perfect any security interests in any Collateral (other Secured Parties in order than Pledged Stock of the Subsidiaries of the Company that is certificated) by possession; or (vii) take any other steps to effectuate perfect security interests where the purpose and intent cost of this Agreementperfection is not reasonably justified by the practical value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor U.S. Institution Subsidiary shall maintain the security interest Security Interest created by this Collateral Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to Section 3.2(c). (b) At Such U.S. Institution Subsidiary will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such U.S. Institution Subsidiary and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(c), such U.S. Institution Subsidiary agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such GrantorU.S. Institution Subsidiary, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendmentsand take all such further actions (including the filing and recording of financing statements and other documents, notices (including, without limitation, notifications to financial institutions and any other Personincluding all applicable documents described in Section 3.2(b)(i)(B)), contractswhich may be required under any applicable law, agreementsor which the Collateral Agent or the Required Lenders may reasonably request, assignmentsin order (i) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (ii) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents described in Section 3.2(b)(i)(B), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedU.S. Institution Subsidiary. (cd) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of contrary, (i) with respect to any assets created or acquired by such U.S. Institution Subsidiary after the Grantors under Section 5.02(b): (i)upon date hereof that are required by the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary that is required by the other Secured Parties of any such Collateral then in Credit Agreement to become a party hereto, the possession of such bailee, and such Grantor relevant U.S. Institution Subsidiary after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by Credit Agreement, this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the ABL Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 5.05 and shall defend such security interest thereof against the claims and demands not permitted by the ABL Credit Agreement of all Persons whomsoever except for Excepted Lienswhomsoever. (b) At Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the ABL Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the ABL Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. (e) Subject to the Perfection Exceptions and clause (f) below, each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and any recording of financing statements and other Persondocuments), contractswhich may be required under any Law, agreementsor which the Collateral Agent or the Required Lenders may reasonably request, assignmentsin order (x) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby, all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Grantor. Without limiting the obligations generality of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Partyforegoing, such Grantor shall take or cause comply with Section 6.14 of the ABL Credit Agreement. (f) Notwithstanding anything in this Section 4.01 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that are required by the ABL Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary of the other Secured Parties of any such Collateral then in Company that is required by the possession of such baileeABL Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the ABL Credit Agreement, and such Grantor shall take or cause this Section 4.01. (g) Notwithstanding the foregoing, subject to be taken all actions (other than Section 6.12 of the ABL Credit Agreement, any actions action required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent Grantor pursuant to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall 4.01 (other than clause (a) hereof) may be interpreted as broadly as possible in favor taken by such Grantor, at its option, on or prior to the date the Company is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the Administrative Agent and ABL Credit Agreement for the other Secured Parties in order to effectuate fiscal quarter during which the purpose and intent of event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (ai) Such Grantor Granting Party shall maintain the security interest created by this Agreement in such Granting Party’s Collateral as a perfected security interest having at least the priority described in Section 5.05 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. Nothing in this Agreement shall require a Granting Party to make any filings or take any other actions outside the United States to record or perfect any security interest in favor of the Collateral Agent in any Intellectual Property. (bii) Such Granting Party will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Granting Party’s Collateral and such other reports in connection with such Granting Party’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (iii) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such GrantorGranting Party, such Grantor Granting Party will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured rights and powers herein granted by such Granting Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing in the case of Investment Property, Deposit Accounts and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such relevant Collateral, and (B) be a "protected purchaser" taking any actions necessary to enable the Collateral Agent to obtain “control” (as defined in Section 8.303 of the Texas UCC); (iiCode) with respect thereto and as required by the terms of this Agreement. (iv) Such Granting Party authorizes the filing by the Collateral Agent of financing or continuation statements, or amendments thereto, and such Granting Party will execute and deliver to the Collateral Agent such other than certificated securities instruments or notices, as the Collateral Agent may reasonably request, in order to perfect and goods covered by a document in preserve the possession of a Person other than such Grantor security interests granted or the Administrative Agent, such Grantor shall obtain written acknowledgment purported to be granted hereby. (v) Such Granting Party acknowledges that such Person holds possession for the Administrative Agent's benefit; and (iii) it is not authorized to file any financing statement or amendment or termination statement with respect to any Collateral constituting Goods that are financing statement filed in connection with this Agreement without the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor prior written consent of the Administrative Agent and Collateral Agent, subject to such Granting Party’s rights under Section 9-509(d)(2) of the other Secured Parties in order to effectuate the purpose and intent of this AgreementCode.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Term Loan Collateral and such other reports in connection with such Grantor’s Term Loan Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in form and substance satisfactory effect from time to time in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or other Persons 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 establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent, (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent consisting of proceeds perfected by the filing of a Person other than such Grantor or financing statement under the Administrative Code or, in the case of Pledged Stock, by being held by the First Lien Collateral Agent, such Grantor shall obtain written acknowledgment that such Person holds possession any Collateral Representative or any Additional Agent as agent for the Administrative Collateral Agent's benefit; and ), (iiiy) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 to the extent that such security interest may be perfected under applicable law, and upon the written request of the Administrative Agent, shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing or continuation statements under the obligations Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or Investment Property, Deposit Accounts, Securities Accounts, Letter-of-Credit Rights and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (iiapplicable Uniform Commercial Code) with respect to Collateral other thereto. (d) Such Grantor will not establish any additional Deposit Accounts or Securities Accounts having a balance greater than certificated securities and goods covered by a document $10,000 individually or $25,000 in the possession aggregate without executing and delivering, concurrently with the establishment of such account, a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are control agreement substantially in the possession of a baileeform attached hereto as Annex I-A or I-B, such Grantor shall provide prompt notice as applicable, or as reasonably satisfactory to the Administrative Agent and the other Secured Parties of any such Collateral then related depositary bank or securities intermediary, as the case may be, in order to perfect the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and in such account under the other Secured Parties in order to effectuate the purpose and intent of this AgreementUniform Commercial Code.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 the Credit Agreement (subject to each Applicable Intercreditor Agreement) and shall use commercially reasonable efforts to defend such security interest Security Interest against the material claims and demands of all Persons whomsoever (except to the extent that the Collateral Agent and the Company reasonably agree that the cost of such defense is excessive in relation to the benefit to the Secured Parties of the Security Interest and priority), in each case other than a Security Interest in assets of such Grantor subject to a Disposition permitted by the Credit Agreement to a Person that is not a Credit Party, and except for Excepted LiensLiens permitted under Section 10.2 of the Credit Agreement, and in each case subject to Section 4.2(c). (b) At Such Grantor will furnish to the Collateral Agent and any other Secured Party from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 4.2(c), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and any recording of financing statements and other Persondocuments), contractswhich may be required under any Applicable Law, agreementsor which, assignmentssubject to the terms of the Credit Agreement or any Applicable Intercreditor Agreement, certificatesthe Collateral Agent or the Secured Parties may reasonably request, stock powers in order (i) to grant, preserve, protect and perfect (with respect to the Intellectual Property included in the Collateral, if and to the extent perfection may be achieved by the filings contemplated in Section 4.2), the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (ii) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 4.2(b)(i)(C), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (cd) Without limiting Notwithstanding anything in this Section 5.1 to the obligations of the Grantors under Section 5.02(b): contrary, (i)upon the request of the Administrative Agent or i) with respect to any other Secured Party, assets acquired by such Grantor shall take or cause after the date hereof that are required by the Credit Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Domestic Subsidiary that is required by the other Secured Parties of any such Collateral then in Credit Agreement to become a party hereto, the possession of such bailee, and such relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 Credit Agreement and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement5.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon i) upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including (ci) Without limiting filing any financing or continuation statements under the obligations UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of the Administrative Agent or Credit Rights and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by the Administrative Agent or any Lender) requested by the Administrative enable Agent to cause the Administrative Agent to (A) have "obtain “control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable UCC) over any Collateral constituting Deposit Accountswith respect thereto, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect during the continuance of an Event of Default, if requested by Agent, delivering, to the extent permitted by law, any Collateral constituting Goods that are in the possession original motor vehicle certificates of a bailee, title received by such Grantor shall provide prompt notice to from the Administrative Agent and the applicable secretary of state or other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected Governmental Authority reflecting Agent’s security interest in such Collateral under applicable lawhas been recorded therein. (d) This Section 6.02 Each Grantor authorizes Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the obligations imposed on Collateral (including describing the Collateral as “all assets” of each Grantor, or words of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, and each Grantor agrees to furnish any such information to Agent promptly upon request. Any such financing statement, continuation statement, or amendment may be signed (to the extent signature of a Grantor is required under applicable law) by this Section 6.02 shall Agent on behalf of any Grantor and may be interpreted filed at any time in any jurisdiction. (e) Each Grantor shall, at any time and from time and to time, take such steps as broadly as possible Agent may reasonably request for Agent (i) to obtain an acknowledgement, in favor form and substance reasonably satisfactory to Agent, of any bailee having possession of any of the Administrative Collateral, stating that the bailee holds such Collateral for Agent, (ii) to obtain “control” of any letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent’s security interest in any of the Collateral and of the preservation of its rights therein. (f) Without limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request to vest in Agent “control” under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent will arrange, pursuant to procedures satisfactory to Agent and so long as such procedures will not result in Agent’s loss of control, for the other Secured Parties Grantors to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in order Global and National Commerce Axx xx §00 of the Uniform Electronic Transactions Act for a party in control to effectuate the purpose make without loss of control, unless an Event of Default has occurred and intent of this Agreementis continuing or would occur after taking into account any action by any Grantor with respect to such electronic chattel paper or transferable record.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.4 and shall defend such security interest against the claims and demands of all Persons whomsoever whomsoever, except for Excepted LiensLiens permitted by Section 7.2 of the Credit Agreement. (b) At Such Grantor will execute any time and from time to timeall further documents, upon financing statements, agreements and instruments, and take all such further actions (including the request filing and recording of financing statements, fixture filings, Mortgages and other documents), which may be required under any applicable law, or which the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent Required Lenders may reasonably request request, to create, perfect, establish effectuate the priority of, transactions contemplated by the Loan Documents or to preserve the validitygrant, perfection preserve, protect or priority of, perfect the Liens granted created by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rightsother Collateral Documents or the validity or priority of any such Lien, powers all at the expense of the Grantors. Such Grantor also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and privileges herein grantedpriority of the Liens created or intended to be created by this Agreement and the other Collateral Documents. (c) Without limiting the obligations of the Grantors under Section 5.02(b): subsection (i)upon b) of this Section, (i) upon the reasonable request of the Administrative Agent or any other Secured PartyAgent, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities Pledged Certificated Stock and goods Goods covered by a document Document in the possession of a Person other than such Grantor Grantor, the Administrative Agent (or any designee of the Administrative Agent) or any other Secured Party, such Grantor shall use its commercially reasonable efforts to obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods with a value in excess of $1,000,000 that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured PartyParty or any action required to be taken by such bailee) necessary or reasonably requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain defend the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted whomsoever, subject only to Permitted Liens. (b) At Subject to the limitations set forth herein and the other Loan Documents and to the extent required herein and therein, at any time and from time to time, upon the reasonable request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): subsection (i)upon b) of this Section, upon the reasonable request of the Administrative Agent or any other Secured PartyAgent, such Grantor shall use commercially reasonable efforts to take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts or Securities Accounts (other than Excluded Accounts), Electronic Chattel PaperPaper with a value greater than $250,000 in the aggregate, or Investment Property (including the Pledged Securities), or Letter-of-Credit RightsSecurities but excluding other Investment Property which is held in a Securities Account) with a value greater than $250,000 in the aggregate, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent provisions of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted holders of permitted Liens. (b) Such Grantor will furnish to the Administrative Agent and the Lenders 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. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering the filing of any agreementsfinancing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, other than foreign Intellectual Property filings. If any amount payable to any Grantor under or in form and substance connection with any of the Pledged Securities with respect to the equity interests of such Grantor in the Issuer thereof shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper in excess of $500,000 individually or $1,000,000 in the aggregate shall be promptly upon receipt thereof by such Grantor delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Pledged Securities pursuant to this Agreement other than any note, instrument or chattel paper distributed as part of a Restricted Payment permitted to be made or received pursuant to the Credit Agreement. (d) Concurrently with securities intermediaries, Issuers or other Persons in order the delivery to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition each certificate representing one or more shares of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect Pledged Stock to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that deliver an undated stock power covering such Person holds possession for certificate, duly executed in blank by such Grantor. (e) All Pledged Notes, when delivered, shall be duly endorsed in blank. At the Administrative Agent's benefit; and (iii) time of delivery of any Pledged Notes, the applicable Grantor shall deliver the originals of the documents comprising the Pledged Note Collateral with respect to any Collateral constituting Goods that are such Pledged Notes, together with an assignment of mortgage or deed of trust, as applicable, in a form which is recordable in the possession county records where the real property covered by such mortgage or deed of a baileetrust is located, duly executed by such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken acknowledged by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawnotary public. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s ABL Priority Collateral and such other reports in connection with such Grantor’s ABL Priority Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in form and substance satisfactory effect from time to time in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Parent Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or other Persons 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 establish "control", and each Grantor shall promptly notify create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent and the United States of America or to perfect any security interests (or other Secured Parties of such Grantor's acquisition of Liens) in any such Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Subsection 4.16 of the Credit Agreement and (B) be a "protected purchaser" in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as defined required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in Section 8.303 order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by Subsection 4.16 of the Texas UCC); Credit Agreement and (iiB) with respect to Collateral other than certificated securities and goods covered the extent consisting of proceeds perfected by the filing of a document financing statement under the Code or, in the possession case of a Person other than such Grantor Pledged Stock, by being held by the Collateral Agent or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession an Additional Agent as agent for the Administrative Collateral Agent's benefit; and ), (iiiy) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the obligations imposed on each Grantor time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (subject to any Permitted Lien, Revolving Liens and the terms of the Intercreditor Agreement) and shall take commercially reasonable actions to defend the Security Interests created hereby and the priority described in Section 5.05 and shall defend such security interest thereof against the claims and demands of all Persons whomsoever except for Excepted whomsoever, other than holders of Permitted Liens. (b) At Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), (i) such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto, and (ii) and such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Section 5.2(a) and (b) of the Term Loan Agreement, notify the Collateral Agent of the ownership of such After-Acquired Intellectual Property Collateral and, upon the reasonable request of the Collateral Agent, promptly execute and deliver to the Collateral Agent agreements substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Registered Intellectual Property. (c) Subject to clause (d) below and Section 2, each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and any recording of financing statements and other Persondocuments), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that which may be necessary required under any Applicable Law, or advisable or as which the Administrative Collateral Agent may reasonably request request, in order (x) to creategrant, perfect, establish preserve and perfect the validity and priority of, of the Security Interests created hereby or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rightsrights and remedies hereunder, remedies, powers and privileges including the filing of any financing or continuation statements under this Agreement the Uniform Commercial Code with respect to the security interests created hereby, all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Grantor. Without limiting the obligations generality of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Partyforegoing, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 comply with Section 5.10 of the UCCTerm Loan Agreement. (d) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, Notwithstanding anything in form and substance satisfactory this Section 4.1 to the Administrative Agentcontrary, (i) with securities intermediaries, Issuers respect to any assets acquired by such Grantor after the date hereof that constitute Collateral or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary of the other Secured Parties of any such Collateral then in Borrower that is required by the possession of such baileeTerm Loan Agreement to become a party hereto, and such the relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Term Loan Agreement or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Collateral and such other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, rights and powers herein granted by such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsGrantor, including, without limitation, executing and delivering the filing of any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any United States jurisdiction with respect to the Administrative Agentsecurity interests created hereby; provided that, with securities intermediariesnotwithstanding any other provision of this Agreement or any other Loan Document, Issuers neither the Borrower nor any Grantor will be required to (u) assign any rights in Restricted Government Accounts or Government Accounts Receivable in violation of applicable state or federal laws, rules and regulations, (v) take any action in any jurisdiction other Persons 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 establish "create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control"” over, and each Grantor shall promptly notify any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Administrative Agent and Senior ABL Facility Agreement is in effect, as required by Subsection 4.16 of the other Secured Parties of such Grantor's acquisition Senior ABL Facility Agreement (or any corresponding section of any such Collateral, Additional ABL Credit Facility) and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the Collateral Agent, (or another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in order to perfect any security interests in cash, deposit accounts or securities accounts (except to the extent consisting of proceeds perfected by the filing of a Person other than such Grantor financing statement under the Code), (y) deliver landlord lien waivers, estoppels or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and collateral access letters or (iiiz) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obligations imposed on each obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering (i) filing any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any jurisdiction with respect to the Administrative Agentsecurity interests created hereby and (ii) in the case of Investment Property (other than any equity investment of such Grantor in a non-wholly-owned subsidiary, with securities intermediariesjoint venture or Unrestricted Subsidiary) and any other relevant Collateral, Issuers or other Persons in order taking any actions necessary to establish "control", and each Grantor shall promptly notify enable the Administrative Agent and to obtain “control” (within the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 meaning of the Texas UCC); (iiapplicable Uniform Commercial Code) with respect thereto to Collateral the extent required hereunder. (d) Notwithstanding anything to the contrary in this Agreement, the Credit Agreement or any other Loan Document, the Administrative Agent shall not require (i) control agreements and perfection by “control” (other than in respect of certificated securities Collateral (but excluding certificated Collateral with respect to non-wholly-owned subsidiaries, joint ventures and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iiiUnrestricted Subsidiaries)) with respect to any Collateral constituting Goods or (ii) that are security interests in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of Collateral be perfected in any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor jurisdiction outside of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this AgreementUnited States.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to Section 3.2(c). (b) At Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex D hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendmentsand take all such further actions (including the filing and recording of financing statements and other documents, notices (including, without limitation, notifications to financial institutions and any other Personincluding all applicable documents required under Section 3.2(b)(C)), contractswhich may be required under any applicable law, agreementsor which the Collateral Agent or the Required Lenders (or if there are any Additional First Lien Obligations outstanding, assignmentssubject to the terms of any Intercreditor Agreement, certificatesthe requisite holders or lenders of such Additional First Lien Obligations) may reasonably request, stock powers in order (x) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (y) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (cd) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of contrary, (i) with respect to any assets acquired by such Grantor after the Grantors under Section 5.02(b): (i)upon date hereof that are required by the request of the Administrative Agent Credit Agreement or any other Secured Party, such Grantor shall take or cause Additional First Lien Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a Subsidiary that is required by the other Secured Parties of Credit Agreement or any such Collateral then in Additional First Lien Agreement to become a party hereto, the possession of such bailee, and such relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Credit Agreement, any Additional First Lien Agreement or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected first priority Lien (subject to Excepted Liens that have priority by operation of law) upon the Collateral; provided that Permitted Liens may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. Such Grantor will not create or suffer to be created or permit to exist any Lien, security interest having at least or charge prior or junior to or on a parity with the Lien created by this Agreement upon the Collateral or any part thereof other than Permitted Liens; provided that no such Liens shall be prior to or pari passu with the Liens created hereby (other than Excepted Liens that have priority described in Section 5.05 by operation of law). Such Grantor will warrant and shall use commercially reasonable efforts to defend such security interest the title to the Collateral against the claims and demands of all other Persons whomsoever except and will maintain and preserve the Liens created hereby (and the priority specified herein) until Payment in Full. If (i) an adverse claim be made against any part of the Collateral (other than the existence of Permitted Liens) or (ii) any Person, including the holder of a Permitted Lien (other than Excepted Liens that have priority by operation of law), shall challenge the priority or validity of the Liens created by this Agreement, then such Grantor agrees to use commercially reasonable efforts to promptly defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Lien (other than Excepted Liens that have priority by operation of law), in each case, at such Grantor’s sole cost and expense. Such Grantor further agrees that the Collateral Agent may take such other action as it deems advisable to protect and preserve its interest (for Excepted Liensitself and on behalf of the other Secured Parties) in the Collateral, and, in such event, such Grantor will indemnify the Collateral Agent against any and all reasonable and documented out of pocket costs, attorneys’ fees and other expenses which it may incur in defending against any such adverse claim. (b) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, including notifications to financial institutions and any other Person), contracts, agreements (including intellectual property security agreements), assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Collateral Agent may reasonably request to create, perfect, establish at least the priority described in Section 5.03 of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Collateral Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted; provided that, notwithstanding anything in this Agreement or any other Secured Document to the contrary, in no event shall any Grantor be required to take any Excluded Perfection Action. (c) Without limiting the obligations of the Grantors under Section 5.02(b): 6.02(b), all Deposit Accounts, Commodity Accounts and Securities Accounts of any Grantor (i)upon but not including any Excluded Accounts) shall be subject to the request Lien of the Collateral Agent under this Agreement and such accounts shall be required to be covered by a Control Agreement (i) in the case of any Deposit Accounts, Commodity Accounts and Securities Accounts (but not including any Excluded Accounts) of any Grantor in existence on the date hereof, such Control Agreement to be executed by the applicable Grantor within forty-five (45) days of the Closing Date (or by such later time as the Collateral Agent may agree in its sole discretion) and (ii) in the case of any Deposit Account, Commodity Account or Securities Account (but not including any Excluded Accounts) by any Grantor opened after the Closing Date (with the prior consent of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged SecuritiesAgent), substantially contemporaneously with (or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, by such later time as the Collateral Agent may agree in form and substance satisfactory to its sole discretion) the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition opening of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.Deposit Account,

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to Section 3.2(c). (b) At Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Such Grantor will furnish to the Collateral Agent at the time of the delivery of the financial statements provided for in Section 4.03 of the Indenture, a schedule setting forth any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses that are registered (or for which an application to register such items has been filed) with the United States Patent and Trademark Office or the United States Copyright Office (or any successor to either such office) acquired by any Grantor following the Closing Date (or following the date of the last supplement provided to the Collateral Agent pursuant to this Section 4.1(c)), all in reasonable detail. (d) Subject to clause (e) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendments, notices and take all such further actions (including, without limitation, notifications to financial institutions including the filing and recording of financing statements (and any necessary amendments or continuations thereto) and other Persondocuments, including all applicable documents required under Section 3.2(b)(C)), contractswhich may be required under any applicable law, agreementsor which the Collateral Agent or the Applicable First Lien Representative may reasonably request, assignmentsin order (i) to grant, certificatespreserve, stock powers protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (ii) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (ce) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of the Grantors under Section 5.02(b): contrary, (i)upon the request of the Administrative Agent or i) with respect to any other Secured Party, assets acquired by such Grantor shall take or cause after the date hereof that are required by any First Lien Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by any First Lien Agreement to become a document party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by such First Lien Agreement or this Section 4.1. (f) Each Grantor agrees that, in the possession event any Grantor takes any action to grant or perfect a Lien in favor of a Person other than such Grantor or the Administrative AgentCredit Agreement Collateral Agent in any assets, such Grantor shall obtain written acknowledgment that also take such Person holds possession for the Administrative Agent's benefit; and (iii) with respect action to any Collateral constituting Goods that are in the possession of grant or perfect a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible Lien in favor of the Administrative Collateral Agent and to secure the other Secured Parties in order to effectuate Obligations, whether or not such action was requested by the purpose and intent of this AgreementCollateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than as against the lenders and the administrative agent that hold Liens under the Existing Credit Agreement during the Escrow Period or as against any Person that holds a Lien otherwise permitted under the Credit Agreement), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (a) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (b) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting filing any financing or continuation statements under the obligations Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCCapplicable Uniform Commercial Code) over with respect thereto. (c) Such Grantor will not establish any Collateral constituting additional Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), Accounts or Letter-of-Credit Rights, including, Securities Accounts without limitation, executing and delivering any agreementsdelivering, concurrently with the establishment of such account, a control agreement in form and substance satisfactory to the Administrative AgentAgent and the related depositary bank or securities intermediary, with securities intermediariesas the case may be, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify perfect the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and in such account under the other Secured Parties in order to effectuate the purpose and intent of this AgreementUniform Commercial Code.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (it being agreed that, unless other means of perfection have been requested by the Collateral Agent or the Required Secured Parties, such perfected security interest is only to the extent that perfection may be achieved through the filing of a Uniform Commercial Code financing statement in the appropriate filing office) having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject to the rights of such Grantor under the Transaction Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering (i) filing any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any jurisdiction with respect to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", security interests created hereby and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of a Person Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other than such Grantor or relevant Collateral, taking any actions necessary to enable the Administrative Agent, such Grantor shall Collateral Agent to obtain written acknowledgment that such Person holds possession for “control” (within the Administrative Agent's benefit; and (iiimeaning of the applicable Uniform Commercial Code) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawthereto. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor Notwithstanding any other provision of the Administrative Transaction Documents to the contrary, the Grantors shall not be required to take any action to perfect the security interests created hereunder except for filing of properly completed Uniform Commercial Code financing statements in appropriate filing offices unless otherwise requested by the Collateral Agent and or the other Required Secured Parties in order to effectuate the purpose and intent of this AgreementParties.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall take all actions necessary or desirable to maintain the security interest created by this Agreement as a perfected security interest having at least the priority required by this Agreement and described in Section 5.05 3.03 and shall defend such security the right, title and interest of the Collateral Agent and the Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever whomsoever. The inclusion of Proceeds in the Collateral shall not be deemed to constitute the Collateral Agent’s or any Secured Party’s consent to any sale or other disposition of any of the Collateral in contravention of the Credit Agreement. No Grantor shall execute, authorize consent to or otherwise permit to the filing in any recording office of any financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Grantor as debtor with respect to all or any part of the Collateral, except for Excepted financing statements and other instruments filed in respect of Permitted Liens. (b) At any time and from From time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly promptly, and in any event within five (5) Business Days, duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request that are necessary or desirable in order to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or and/or preserve the full benefits of this Agreement and of the rightsrights and powers herein granted to the Collateral Agent, powers including, without limitation, the (i) filing of any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and privileges herein granted(ii) taking such actions reasonably necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect thereto, in each case subject to the Collateral and Guarantee Requirements. (c) Without limiting the obligations generality of the Grantors under foregoing, and subject to Section 5.02(b): (i)upon the request 6.15 of the Administrative Agent or any other Secured PartyCredit Agreement and, such Grantor shall take or cause to be taken all actions in each case (other than any actions required Excluded Accounts and De Minimis Accounts), each Grantor will maintain each of its Deposit Accounts only with banks (each a “Pledged Account Bank”) that have entered into Control Agreements pursuant to be taken which such Pledged Account Bank has agreed with such Grantor and the Collateral Agent to comply after the occurrence of an Event of Default, with instructions originated by the Administrative Collateral Agent or any Lender) requested by directing the Administrative Agent to cause disposition of funds in such Deposit Account without the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties further consent of such Grantor's acquisition of any such CollateralGrantor (provided, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) however, with respect to Collateral other than certificated securities and goods covered by a document Deposit Accounts acquired after the Restatement Effective Date, the Grantors shall have the time periods described in the possession of a Person other than Collateral and Guarantee Requirements to enter into such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawControl Agreements). (d) This Section 6.02 After the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at any time and without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Deposit Account(s) which are Collateral, to satisfy the Grantor’s obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of under the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this AgreementLoan Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 5.05 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, in each case subject to Section 3.2(c). (b) At Such Grantor will furnish to the Collateral Agent, the Lenders and any other First Lien Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor it will promptly and duly give, execute, deliver, indorse, file or record execute any and all further documents, financing statements, continuation statementsagreements and instruments, amendmentsand take all such further actions (including the filing and recording of financing statements and other documents, notices (including, without limitation, notifications to financial institutions and any other Personincluding all applicable documents required under Section 3.2(b)(C)), contractswhich may be required under any applicable law, agreementsor which the Collateral Agent, assignmentsthe Required Lenders or the Applicable First Lien Representative may reasonably request, certificatesin order (i) to grant, stock powers preserve, protect and perfect the validity and priority of the Security Interests created or other instruments, obtain any and all governmental approvals and consents and take or cause intended to be taken any and all steps created hereby or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or (ii) to enable the Administrative Collateral Agent or any other Secured Party to exercise and enforce its rights, remedies, powers rights and privileges under this Agreement remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedGrantor. (cd) Without limiting Notwithstanding anything in this Section 4.1 to the obligations of contrary, (i) with respect to any assets acquired by such Grantor after the Grantors under Section 5.02(b): (i)upon date hereof that are required by the request of the Administrative Agent Credit Agreement or any other Secured Party, such Grantor shall take or cause Additional First Lien Agreement to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory subject to the Administrative Agent, with securities intermediaries, Issuers Lien created hereby or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a any Person other than such Grantor or the Administrative Agentthat, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice subsequent to the Administrative Agent and date hereof, becomes a U.S. Subsidiary that is required by the other Secured Parties of Credit Agreement or any such Collateral then in Additional First Lien Agreement to become a party hereto, the possession of such bailee, and such relevant Grantor after the acquisition or creation thereof shall promptly take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent Credit Agreement, any Additional First Lien Agreement or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawthis Section 4.1. (de) This Section 6.02 and In order better to perfect the obligations imposed on security interest of the First Lien Secured Parties in ABL Controlled Accounts which are subject to Applicable Control Agreements, each Grantor by this Section 6.02 hereby grants to the Receivables Collateral Agent, for the benefit of the First Lien Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the ABL Controlled Accounts. In the event any Applicable Control Agreement ceases to be in effect upon repayment in full of the ABL Facility, if an Event of Default exists at the time such Applicable Control Agreement so ceases to be in effect, each Grantor shall be interpreted as broadly as possible cause its ABL Controlled Accounts that were subject to such Applicable Control Agreements to become subject to a Control Agreement on substantially similar terms in favor of the Administrative Collateral Agent. The Collateral Agent hereby agrees that unless an Event of Default has occurred and the other Secured Parties in order to effectuate the purpose and intent is continuing, it will not provide any “notice of this sole control” (or equivalent notice) under any such Control Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Administrative Agent and the Lenders 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. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing (i) filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and delivering (ii) in the case of Investment Property, Pledged Securities, Deposit Accounts and any agreementsother relevant Collateral, in form and substance satisfactory taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, provided that each Grantor (A) shall deliver to the Administrative AgentAgent a Control Agreement with respect to each Deposit Account, with securities intermediaries, Issuers or other Persons Securities Account and Commodity Account listed on Schedule 7.10 to the Credit Agreement within the time period set forth in order to establish "control", and each Grantor shall promptly notify Section 7.10 of the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, Credit Agreement and (B) be a "protected purchaser" (as defined shall not maintain any assets in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor any new Deposit Account, Securities Account or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice Commodity Account unless it has delivered to the Administrative Agent and the other Secured Parties of any a Control Agreement with respect to such Collateral then in the possession of such baileenew Deposit Account, and such Grantor shall take Securities Account or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawCommodity Account. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.1 and shall defend such security interest against the claims and demands of all Persons whomsoever whomsoever, except for Excepted LiensLiens expressly permitted under Section 7.2 of the Credit Agreement. (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): 5.11 of the Credit Agreement, (i)upon i) upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods Goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (dc) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except with respect to actions affirmatively taken by the Administrative Agent with respect to its Liens or any failure by the Administrative Agent to continue any such Lien prior to the lapse thereof due to the passage of time, such Grantor shall maintain the such security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, but not limited to, (ci) Without limiting filing any financing or continuation statements under the obligations UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and, (ii) subject to Section 4.6(a) hereof in the case of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or Investment Property and any other Secured Partyrelevant Collateral, such Grantor shall take or cause to be taken all actions (other than taking any actions required necessary or reasonably advisable to be taken by the Administrative Agent or any Lender) requested by enable the Administrative Agent to cause the Administrative Agent to (A) have "obtain “control" ” (within the meaning of Sections 9-104the applicable UCC) with respect thereto, 9-105, 9-106, and 9-107 including obtaining Account Control Agreements. (d) Such Grantor shall not permit any of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreementswith a fair market value in excess of $250,000, in aggregate for all Grantors to become a Fixture to any real property unless such real property is subject to a mortgage by such Grantor in favor of Administrative Agent. (e) If, notwithstanding anything in Section 10.11 of the Credit Agreement, any Grantor receives any payments in respect of any Receivables, such payments (i) shall be forthwith (and, in any event, within three (3) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a collateral account maintained under the sole dominion and substance satisfactory to control of the Administrative Agent, with securities intermediaries, Issuers or other Persons subject to withdrawal by the Administrative Agent for the account of the Lenders as provided in order to establish "control"Section 6.5, and each (ii) until so turned over, shall be held by such Grantor shall promptly notify in trust for the Administrative Agent and the Lenders, segregated from other Secured Parties funds of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever; provided, however, that with respect to Collateral with an aggregate value not to exceed $500,000, such Grantor shall not be required to maintain such security interest or take such actions. (b) Such Grantor hereby agrees that it shall: (i) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, other than any Equipment that is obsolete or that is no longer useful in the ordinary course of business of such Grantor, and make or cause to be made all repairs, replacements and other improvements in connection therewith which are necessary so that such Grantor may properly conduct its business; and (ii) at the request of the Collateral Agent following the occurrence of an Event of Default, xxxx conspicuously each document included in Inventory and, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent indicating that such document or Collateral is subject to the security interest granted hereby. (c) Such Grantor will furnish to the Collateral Agent and the Lenders 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. (d) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify priority of the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined security interests described in Section 8.303 of 4.3. Each Grantor will promptly take such further actions as the Texas UCC); (ii) with respect Collateral Agent may reasonably request to enable the Collateral other than certificated securities Agent to exercise and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; enforce its rights and (iii) remedies hereunder with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawGrantor. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.04 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Liens securing the loans and commitments under the Senior Revolving Credit Documents and Excepted Liens. (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without Upon the termination of all loans and commitments under the Senior Revolving Credit Documents, and without limiting the obligations of the Grantors under Section 5.02(b): (i)upon 6.02(b), upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Margin Account and all certificated Pledged Securities), or Letter-of-Credit Rightsif any, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.04 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than to the extent such claims and demands are permitted by the Credit Agreement). (b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such the Grantor, such the Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfectperfect (other than with respect to Excluded Perfection Assets), establish the priority of, or to preserve the validity, perfection (other than with respect to Excluded Perfection Assets) or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors Grantor under Section 5.02(b): 6.01(b), other than with respect to Collateral constituting Excluded Perfection Assets, Exempt Goods and Exempt Instruments and Chattel Paper: (i)upon i) upon the request of the Administrative Agent or any other Secured PartyAgent, such the Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderSecured Party) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-1049.104, 9-1059.105, 9-1069.106, and 9-107 9.107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each the Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such the Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such the Grantor or the Administrative Agent, such the Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such the Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such the Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or reasonably requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 6.01 and the obligations imposed on each the Grantor by this Section 6.02 6.01 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 5.05 and shall defend 4.2 hereof until the Collateral is released from such security interest against pursuant to the claims terms of Section 9.14 of the Credit Agreement or by operation of law or by agreement of the requisite Lenders or all Lenders with respect to the Canadian Obligations and demands shall cause such Collateral to remain free of all Persons whomsoever except for Excepted Liens other than Permitted Liens. (b) At Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Collateral owned by it, in any event to include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, at any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to createbetter assure, perfectpreserve, establish protect and perfect the priority ofsecurity interests granted hereby, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, rights and powers and privileges herein granted. , including (ci) Without limiting the obligations payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the Grantors security interests, (ii) the filing of any financing statements or financing change statements under the PPSA in effect in any applicable jurisdiction within the Canada with respect to the security interests created hereby and (iii) the entry into control agreements or delivery of evidence of “control” in accordance with Section 5.02(b): (i)upon 2.21 of the request of Credit Agreement. Each Grantor will provide to the Administrative Agent or any other Secured Partyfrom time to time upon reasonable request, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance evidence reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order Agent as to establish "control", the perfection (to the extent required by this Agreement) and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 priority of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor Lien created or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause intended to be taken all actions (other than any actions required created pursuant to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall (i) maintain the Security Interests created hereby as perfected first priority security interest created interests (subject to Section 3.3(b) and to any Lien permitted by this each of the First Lien Credit Agreement and any Additional First Lien Agreements) unless such Security Interests cease to be perfected first priority security interests (x) as a perfected security interest having at least result of a release of Collateral permitted under Section 13.17 of the First Lien Credit Agreement or (y) as a result of the Collateral Agent’s failure to (1) maintain possession of any Tangible Chattel Paper, Instruments or Certificated Securities delivered to it under the Security Documents or (2) file and maintain proper Uniform Commercial Code statements (including continuation statements) and (ii) subject to Section 3.3(b), take any such actions as may be required under Applicable Law or which the Collateral Agent or the Required Lenders may reasonably request to defend the Security Interests created hereby and the priority described in Section 5.05 and shall defend such security interest thereof against the claims and demands not expressly permitted by each of the First Lien Credit Agreement and any Additional First Lien Agreements of all Persons whomsoever except for Excepted Lienswhomsoever. (b) At any time and Such Grantor will furnish to the Collateral Agent from time to timetime statements, upon the request of the Administrative Agent or any other Secured Partyat such Grantor’s sole cost and expense, and at schedules further identifying and describing the sole expense assets and property of such Grantor, Grantor and such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or reports in connection therewith as the Administrative Collateral Agent may reasonably request to createrequest, perfect, establish all in such detail as the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Collateral Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein grantedmay reasonably request. (c) Without limiting Each Grantor agrees that should it, after the obligations Closing Date, (i) obtain an ownership interest in or become a party to any U.S. Recordable Intellectual Property or (ii) obtain an ownership interest in any United States “intent-to-use” trademark application for which an “Amendment to Allege Use” or a verified “Statement of Use” has been filed and accepted by the United States Patent and Trademark Office that would, in each case, had it been owned on the Closing Date, be considered a part of the Grantors under Section 5.02(b): Intellectual Property Collateral (i)upon the request collectively, “After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Administrative Agent or any other Secured PartyIntellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such Grantor shall take or cause shall, on the date the Borrower is required to deliver the Section 9.1 Financials for the immediately succeeding fiscal period of the Borrower occurring after the acquisition of such After-Acquired Intellectual Property Collateral, execute and deliver to the Collateral Agent agreements substantially in the form of Exhibit 2 hereto (an “Intellectual Property Security Agreement”) covering such After-Acquired Intellectual Property Collateral to be taken all actions (other than any actions required to be taken by recorded with the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, United States Patent and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor Trademark Office or the Administrative AgentUnited States Copyright Office, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawas applicable. (d) This Section 6.02 and As of the obligations imposed on Closing Date, each Grantor by this Section 6.02 shall be interpreted as broadly as possible hereby represents and warrants that it holds no individual Commercial Tort Claim with a value in favor excess of the Administrative Agent and the $10,000,000 other Secured Parties in order to effectuate the purpose and intent of this Agreement.than those listed in

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever it being understood that except for Excepted Liens(i) the filing of financing statements or continuation statements under the UCC (or other similar applicable laws) in effect in any jurisdiction with respect to the security interests created hereby, or (ii) the taking of such additional actions required pursuant to Sections 5.2, 5.5, 5.6, 5.8, 5.10 and 5.11 hereof, or Section 5.9 and 5.15 of the Credit Agreement or otherwise contemplated by Section 4.7(a) hereof or by the terms of any Mortgages (or any landlord consents or similar agreements related thereto), the Grantors shall not be required to take additional affirmative actions to perfect the security interests granted hereunder. (b) Such Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Administrative Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Administrative Agent herein, including describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Such Grantor will furnish to Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under rights and powers herein granted to the extent contemplated by Section 5.02(b): (i)upon the request 5.4(a) above or Section 5.9 and 5.15 of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (subject to the entry of the Interim Order (or the Final Order, as applicable) and other than with respect to perfection of the Designated Collateral) having at least the priority described in Section 5.05 3.2, Section 2.2 and the Orders, if applicable, and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever except for Excepted Liensto the extent such claims and demands are permitted to persist under the Loan Documents. (b) 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 in form and substance reasonably satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further action as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), filing of any financing or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to continuation statement under the Administrative Agent, with securities intermediaries, Issuers UCC (or other Persons similar laws) in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of effect in any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) jurisdiction with respect to Collateral other than certificated securities the security interest created hereby and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agentexecution and, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; subject to Sections 7.13(a) and (iiif) of the Credit Agreement, delivery of Deposit Account Control Agreements and Securities Account Control Agreements with respect to any the Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice required pursuant to the Administrative Agent and terms of the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawCredit Agreement. (d) This Section 6.02 Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except as permitted pursuant to the terms of this Agreement and the obligations imposed on each Credit Agreement. Such Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the UCC. (e) Such Grantor will not (i) maintain any Collateral (other than Inventory and Equipment (w) in transit, (x) out for repair or refurbishment, (y) maintained at a customer location or (z) in the possession of employees of the Grantors or any Subsidiary in the ordinary course of business) owned by it at any location other Secured Parties in order than those locations listed on Schedule 4 or (ii) otherwise change, or add to, such locations without promptly sending notice to effectuate the purpose and intent of this AgreementAdministrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest having at least (subject only to Permitted Encumbrances, the priority described in Section 5.05 security interests securing the obligations under the Existing Credit Agreement and liens permitted under the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) At Subject to the terms of any Intercreditor Agreement, at any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent or any Secured Party may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without Subject to the terms of any Intercreditor Agreement, without limiting the obligations of the Grantors under Section 5.02(b6.02(b): (i)upon i) upon the reasonable request of the Administrative Agent at the direction of the Requisite Lenders or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent at the direction of the Requisite Lenders or any Lender) reasonably requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-9- 106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged SecuritiesSecurities and the Pledged Notes), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods Goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or reasonably requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Section 5.9 of the Credit Agreement and Section 3(b) hereof, the Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 5.05 4.2, shall cause such Collateral to remain free of Liens other than Permitted Liens, and shall use commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever except for Excepted (other than Permitted Liens). (b) At The Grantor agrees to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Collateral owned by it, in any event to include complete accounting records in all respects with respect to all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9 of the Credit Agreement and Section 3(b) hereof, at any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such the Grantor, such the Grantor will promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to createbetter assure, perfectpreserve, establish protect and perfect the priority ofsecurity interests granted hereby, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, rights and powers and privileges herein granted. , including (ci) Without limiting the obligations subject to Section 2.16 and Section 9.3 of the Grantors under Section 5.02(b): (i)upon Credit Agreement, the request payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the Administrative Agent or any other Secured Partysecurity interests, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any applicable jurisdiction within the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; United States and (iii) in the case of any Deposit Accounts and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” with respect to any Collateral constituting Goods that are thereto, including without limitation the entry into Cash Management Control Agreements in accordance with Section 2.21 of the possession of a bailee, such Credit Agreement. The Grantor shall will provide prompt notice to the Administrative Collateral Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection (to the extent required by this Agreement) and priority of the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take Lien created or cause intended to be taken all actions (other than any actions required created pursuant to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.. US-DOCS\148919012.9

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected first priority Lien (subject to Excepted Liens that have priority by operation of law) upon the Collateral; provided that Permitted Liens may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. Such Grantor will not create or suffer to be created or permit to exist any Lien, security interest having at least or charge prior or junior to or on a parity with the Lien created by this Agreement upon the Collateral or any part thereof other than Permitted Liens; provided that no such Liens shall be prior to or pari passu with the Liens created hereby other than Excepted Liens that have priority described in Section 5.05 by operation of law). Such Grantor will warrant and shall use commercially reasonable efforts to defend such security interest the title to the Collateral against the claims and demands of all other Persons whomsoever except and will maintain and preserve the Liens created hereby (and the priority specified herein) until Payment in Full. If (i) an adverse claim be made against any part of the Collateral (other than the existence of Permitted Liens) or (ii) any Person, including the holder of a Permitted Lien (other than Excepted Liens that have priority by operation of law), shall challenge the priority or validity of the Liens created by this Agreement, then such Grantor agrees to use commercially reasonable efforts to promptly defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Lien (other than Excepted Liens that have priority by operation of law), in each case, at such Grantor’s sole cost and expense. Such Grantor further agrees that the Collateral Agent may take such other action as it deems advisable to protect and preserve its interest (for Excepted Liensitself and on behalf of the other Secured Parties) in the Collateral, and, in such event, such Grantor will indemnify the Collateral Agent against any and all reasonable and documented out of pocket costs, attorneys’ fees and other expenses which it may incur in defending against any such adverse claim. (b) At any time and from time to time, upon the reasonable written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, including notifications to financial institutions and any other Person), contracts, agreements (including intellectual property security agreements), assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Collateral Agent may reasonably request to create, perfect, establish at least the priority described in Section 5.03 of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Collateral Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted; provided that, notwithstanding anything in this Agreement or any other Secured Document to the contrary, in no event shall any Grantor be required to take any Excluded Perfection Action. (c) Without limiting the obligations of the Grantors under Section 5.02(b): 6.02(b), all Deposit Accounts, Commodity Accounts and Securities Accounts of any Grantor (i)upon including the Collateral Accounts, but not including the Excluded Accounts) shall be subject to the Lien of the Collateral Agent under this Agreement and such accounts shall be required to be covered by a Control Agreement (i) in the case of the Collateral Accounts and any other Deposit Accounts, Commodity Accounts and Securities Accounts (but not including any Excluded Accounts) of any Grantor in existence on the date hereof, such Control Agreement to be executed by the applicable Grantor within thirty (30) days of the Closing Date (or by such later time as the Collateral Agent may agree in its sole discretion) and (ii) in the case of any Deposit Account, Commodity Account or Securities Account (but not including any Excluded Accounts) by any Grantor opened after the Closing Date (with the prior consent of the Administrative Agent), substantially contemporaneously with (or by such later time as the Collateral Agent may agree in its sole discretion) the opening of any such Deposit Account, Commodity Account or Securities Account. The Borrower and each other Grantor hereby agree that, from and after receipt of a copy of any notice of sole control (or equivalent notice) delivered by any Agent under any Control Agreement with respect to any Collateral Account or any other Deposit Account, Commodity Account or Securities Account, the Borrower or such Grantor shall not direct the applicable depositary bank to disburse funds from or otherwise transfer any funds out of such Collateral Account or such other Deposit Account, Commodity Account or Securities Account, notwithstanding any ability to do so under any such Control Agreement. (d) Without limiting the obligations of the Grantors under Section 6.02(b), at any time and from time to time upon the written request of the Administrative Collateral Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Collateral Agent or any Lender) reasonably requested by the Administrative Collateral Agent to cause the Administrative Collateral Agent to (Ai) have "“control" ” (within the meaning of Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Certificated Securities), or Letter-of-Credit Rights, including, without limitation, including executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Collateral Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control"”, and each such Grantor shall promptly notify the Administrative Collateral Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (Bii) be a "“protected purchaser" ” (as defined in Section 8.303 8-303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (de) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 hereof shall be interpreted as broadly as possible in favor of the Administrative Collateral Agent and for the benefit of the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected first priority Lien upon the Collateral (subject to Liens permitted by, to the extent constituting a prior Lien, Section 9.03(b) and 9.03(c) of the Credit Agreement). Such Grantor will not create or suffer to be created or permit to exist any Lien, security interest having at least or charge prior or junior to or on a parity with the priority described in Lien created by this Agreement upon the Collateral or any part thereof other than Liens permitted by Section 5.05 9.03 of the Credit Agreement. Such Grantor will warrant and shall defend such security interest the title to the Collateral against the claims and demands of all other Persons whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the request other than Liens permitted by Section 9.03 of the Administrative Agent Credit Agreement) and will maintain and preserve the Lien created hereby (and the priority specified herein) until Payment in Full. If (i) an adverse claim be made against any part of the Collateral other than Liens permitted by Section 9.03 of the Credit Agreement or (ii) any Person, including the holder of a Lien permitted by Section 9.03 of the Credit Agreement (other Secured Partythan permitted Liens that have priority by operation of law over the Liens created hereby or Liens permitted by Section 9.03(b), and to the extent constituting a prior Lien, or 9.03(c) of the Credit Agreement), shall challenge the priority or validity of the Liens created by this Agreement, then such Grantor agrees to promptly defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Liens permitted by Section 9.03 of the Credit Agreement (other than permitted Liens that have priority by operation of law over the Liens created hereby or Liens permitted by Section 9.03(b), to the extent constituting a prior Lien, or 9.03(c) of the Credit Agreement), in each case, at the sole expense of such Grantor, such ’s sole cost and expense. Such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts further agrees that may be necessary or advisable or as the Administrative Agent may reasonably request take such other action as they deem advisable to createprotect and preserve their interests in the Collateral, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable and in such event such Grantor will indemnify the Administrative Agent or against any and all reasonable and documented out of pocket costs, attorneys’ fees and other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, expenses which it may incur in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of defending against any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawadverse claim. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 5.05 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever except for Excepted Liens(subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s ABL Priority Collateral (and, after the Discharge of Cash Flow Obligations and the Discharge of Additional Cash Flow Obligations, such Grantor’s Cash Flow Priority Collateral) and such other reports in connection with such Grantor’s ABL Priority Collateral (and, after the Discharge of Cash Flow Obligations and the Discharge of Additional Cash Flow Obligations, such Grantor’s Cash Flow Priority Collateral) as the Collateral Agent may reasonably request in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any execute and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions deliver such further instruments and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors rights and powers herein granted by such Grantor, including the filing of any financing or continuation statements under Section 5.02(b): the Uniform Commercial Code (i)upon or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the request security interests created hereby; provided that, notwithstanding any other provision of the Administrative Agent this Agreement or any other Secured PartyLoan Document, such neither the Parent Borrower nor any other Grantor shall will be required to (v) take or cause to be taken all actions (any action in any jurisdiction other than any actions the United States of America, or required to be taken by the Administrative Agent laws of any such non-U.S. jurisdiction, or enter into any Lender) requested security agreement or pledge agreement governed by the Administrative Agent laws of any such non-U.S. jurisdiction, in order to cause create any security interests (or other Liens) in assets located or titled outside of the Administrative Agent United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 as required by Subsection 4.16 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, Agreement and (B) be a "protected purchaser" in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as defined required under any applicable Intercreditor Agreement), (x) take any action in Section 8.303 order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by Subsection 4.16 of the Texas UCC); Credit Agreement and (iiB) with respect to Collateral other than certificated securities and goods covered the extent consisting of proceeds perfected automatically or by the filing of a document financing statement under the Uniform Commercial Code of any applicable jurisdiction or, in the possession case of a Person other than such Grantor Pledged Stock or Pledged Notes, by being held by the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession Collateral Agent or any Additional Agent as agent for the Administrative Collateral Agent's benefit; and ), (iiiy) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawFixtures affixed to or attached to any real property constituting Excluded Assets. (d) This Section 6.02 The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the obligations imposed on each Grantor time or times at which it would otherwise be required to be accomplished by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the Agreement or any other Secured Parties in order to effectuate the purpose and intent of this AgreementSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Administrative Agent and the Lenders 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. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing (i) filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and delivering (ii) in the case of Investment Property, Pledged Securities, Deposit Accounts and any agreementsother relevant Collateral, in form and substance satisfactory taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, provided that each Grantor (A) shall deliver to the Administrative AgentAgent or shall continue to maintain in full force and effect a Control Agreement with respect to each Deposit Account, with securities intermediaries, Issuers or other Persons in order Securities Account and Commodity Account listed on Schedule 7.10 to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, Existing Credit Agreement and (B) be a "protected purchaser" (as defined shall not maintain any assets in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor any new Deposit Account, Securities Account or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice Commodity Account unless it has delivered to the Administrative Agent and the other Secured Parties of any a Control Agreement with respect to such Collateral then in the possession of such baileenew Deposit Account, and such Grantor shall take Securities Account or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawCommodity Account. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens. (b) whomsoever. • 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 assets and property of such Grantor as the Agent may reasonably request in writing, all in reasonable detail. • At any time and from time to time, including upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly giveauthorize, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts (other the Excluded Accounts) and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto to the extent required hereunder, including without limitation, executing and delivering any agreements, and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the Administrative Agent. • In the event that a Grantor hereafter acquires any Collateral of a type described in Section 3.6 hereof, with securities intermediariesit shall, Issuers or other Persons upon the later of thirty (30) days following acquisition thereof and the next Quarterly Reporting Date, notify the Agent in writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as the Agent may reasonably request in order to establish "control"ensure that the Agent has a valid, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any perfected, first priority security interest in such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect subject to any Collateral constituting Goods that are Permitted Liens. • Changes in the possession Locations, Name, Jurisdiction of a baileeIncorporation, such Etc. Such Grantor shall provide prompt will not, except upon prior written notice to the Administrative Agent and delivery to the Agent of duly authorized and, where required, executed copies of (a) all additional financing statements and other Secured Parties documents reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 5 on the next Quarterly Reporting Date showing any such Collateral then additional location at which Inventory or Equipment with a value in excess of $2,500,000 (other than Excluded Inventory) shall be kept: • permit any of the possession Inventory or Equipment with a value in excess of such bailee, and such Grantor shall take or cause $2,500,000 (other than Excluded Inventory) to be taken all actions kept at a location other than those listed on Schedule 5; • without limiting the prohibitions on mergers involving the Grantors contained in Section 6.9 of the Credit Agreement (or limiting any exceptions thereto), change its legal name, jurisdiction of organization or the location of its chief executive office or sole place of business, if applicable, from that referred to in Section 3.4; or • change its legal name, identity or structure to such an extent that any financing statement filed in connection with this Agreement would become misleading. • Notices. Such Grantor will advise the Agent promptly and in any event within three (3) days after any officer of the Company obtaining knowledge of: • any Lien (other than any actions required Permitted Lien) on any of the Collateral which would adversely affect the ability of the Agent to be taken by exercise any of its remedies hereunder; and • the Administrative Agent or occurrence of any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent event which would reasonably be expected to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and Material Adverse Effect on the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor aggregate value of the Administrative Agent and Collateral or on the other Secured Parties in order to effectuate the purpose and intent of this Agreementsecurity interests created hereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Liens(other than holders of Liens securing the loans and commitments under the Senior Revolving Credit Documents and all other Liens permitted by Section 9.03 of the Term Loan Agreement), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyAgent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. Subject to the Intercreditor Agreement, and delivering any agreementswithout limiting the above obligations of the Grantors, in form and substance satisfactory to upon the request of the Administrative Agent, with securities intermediariesand at the sole expense of such Grantor, Issuers or other Persons in order to establish "control", and each such Grantor shall will promptly notify take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); rights and powers herein granted, including, without limitation, (i) delivering certificated securities and (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession case of a Person Investment Property, Securities Account, Deposit Accounts, Letter-of-Credit Rights and any other than such Grantor or the Administrative Agentrelevant Collateral, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than taking any actions required reasonably necessary to be taken by the Administrative Agent or any other Secured Party) necessary or requested by enable the Administrative Agent to cause obtain “control” (within the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor meaning of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreementapplicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall take all actions reasonably necessary to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 3.2 (subject to the qualifications set forth therein) and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever, subject in each case, (i) in the case of Collateral consisting of Pledged Equity and Pledged Debt, nonconsensual Liens permitted by all applicable Finance Documents and (ii) in the case of Collateral other than Pledged Equity and Pledged Debt, Liens permitted by all applicable Finance Documents and to the rights of such Grantor under all the Finance Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Agent from time to time (i) when an Agent directs the Collateral Agent to request or (ii) during the continuance of an “Event of Default” under and as defined in any Finance Document, statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. (c) Without limiting , subject to the obligations of qualifications set forth herein or in the Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit RightsFinance Documents, including, without limitation, executing and delivering (i) filing any agreements, financing or continuation statements under the Uniform Commercial Code (or other similar laws) in form and substance satisfactory effect in any jurisdiction with respect to the Administrative Agentsecurity interests created hereby, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any additional actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agentthereto, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession case of a baileeissued, such Grantor shall provide prompt notice to registered and applied for Intellectual Property, filing an Intellectual Property Short Form Security Agreement substantially in the Administrative Agent form of Annex 1 hereto with the United States Patent and Trademark Office and the other Secured Parties of any such Collateral then in the possession of such baileeUnited States Copyright Office, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawas applicable. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 5.05 5.3 and shall defend such security interest against the claims and demands of all Persons whomsoever whomsoever, except for Excepted Permitted Liens. (b) At any time and from time to time, upon the reasonable request of the Administrative Agent or any other Secured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, better perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. If and to the extent any Grantor obtains securities in connection with any amount owed to such Loan Party by an Account Debtor (whether because of such Account Debtor’s insolvency or otherwise), such securities shall be deemed to be Collateral hereunder and such Loan Party shall execute and deliver such documents, instruments, and agreements, and take such other actions with respect thereto, that the Administrative Agent may reasonably require from time to time to create or perfect (or better perfect) the Administrative Agent’s security interest therein. (c) Without limiting the obligations of the Grantors any Grantor under Section 5.02(b): subsection (i)upon b) of this Section, (i) upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any LenderAgent) requested by the Administrative Agent to cause the Administrative Agent to (A) have "“control" ” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers issuers or other Persons in order to establish "“control", ,” and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's ’s acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods Goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's ’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent required by and having at least the priority described in Section 5.05 4.2 (other than by reason of the action or inaction of the Collateral Agent or any Lender) and shall defend such security interest against the claims and demands of all Persons whomsoever except for Excepted Lienswhomsoever. (b) Such Grantor will furnish to the Collateral Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Grantor as the Collateral Agent may reasonably request. (c) At any time and from time to time, upon the written request of the Administrative Agent or any other Secured PartyCollateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly give, execute, execute and deliver, indorseand have recorded, file or record any such further instruments and all financing statements, continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents documents and take or cause to be taken any and all steps or acts that may be necessary or advisable or such further actions as the Administrative Collateral Agent may reasonably request to create, perfect, establish for the priority of, purpose of obtaining or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve preserving the full benefits of this Agreement and of the rights, rights and powers and privileges herein granted. , including, without limitation, (ci) Without limiting the obligations filing of any financing or continuation statements under the Grantors under Section 5.02(b): Uniform Commercial Code (i)upon the request of the Administrative Agent or other similar laws) in effect in any other Secured Partyjurisdiction, such Grantor shall take or cause to be taken all actions (other than and any actions filings, if any, required to be taken by made in the Administrative Agent or United States Patent and Trademark Office, the United States Copyright Office and in any Lendersimilar offices in Canada with respect to the security interests created hereby and (ii) requested by in the Administrative case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to cause the Administrative Agent to (A) have obtain "control" (within the meaning of Sections 9-104the applicable Uniform Commercial Code) with respect thereto; PROVIDED, 9-105HOWEVER, 9-106that, so long as the Collateral Agent shall not have otherwise requested at a time when an Event of Default shall have occurred and 9-107 of the UCC) over any Collateral constituting Deposit Accountsbe continuing, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory such Guarantor shall not be required to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of take any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the Texas UCC); action under this clause (ii) with respect to Collateral (x) Deposit Accounts other than certificated securities and goods covered by a document in the possession of a Person other than such Grantor or the Administrative AgentBorrower's concentration accounts, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iiiy) with respect to Investment Property constituting commodity contracts or (z) any other Collateral constituting Goods that are referred to in this clause (ii) until the value of such other Collateral exceeds $250,000 with respect to any individual item of Collateral or $1,000,000 in the possession aggregate for all such items of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable lawCollateral. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.