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

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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 security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) 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 Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s ABL Priority Collateral and such other reports in connection with such Canadian Grantor’s ABL Priority 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change continuation statements under the PPSA as Uniform Commercial Code (or other similar laws) in effect from time to time in any Canadian United States jurisdiction with respect to the security interests created hereby; hereby provided that, notwithstanding any other provision of this Agreement further that the Parent Borrower or any other Loan Document, neither the Canadian Borrower nor any Canadian such Grantor will not be required to (ix) take any action in any jurisdiction other than Canadathe United States of America, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada the United States of America or to perfect any security interests (or other Liens) in any Collateral, (iiy) 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 Subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes intercompany notes in certificated form, delivering such Capital Stock or Intercompany Notes intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the ABL Collateral Agent (or another Person as required under any applicable the Intercreditor Agreement), ) or (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 PPSA 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), (ivz) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property constituting Excluded Assetsletters. (d) 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 Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Section 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Canadian Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian Grantor’s Collateral as the ABL Canadian 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 ABL Canadian Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Canadian Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower Borrowers nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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 Section 4.16 of the ABL Credit Agreement and (B) in the case of Security 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 ABL Canadian Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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) accounts (except, in each case (A) except as required by subsection Section 4.16 of the ABL Credit Agreement and (B) to the extent consisting of proceeds perfected automatically or by the filing of a financing statement under the PPSA 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 AgentPPSA), (iv) deliver landlord lien waivers, estoppels or collateral access letters letters, or (v) file make any fixture filing or give notice with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Canadian Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a and delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change continuation statements under the PPSA Uniform Commercial Code (or other similar laws) as in effect from time to time in any Canadian United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (iv) take any action in any jurisdiction other than Canadathe United States of America, or required by the laws of any such non-Canadian U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada the United States of America or to perfect any security interests (or other Liens) in any Collateral, (iiw) 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Pledged Notes in certificated form, delivering such Capital Stock or Intercompany Pledged Notes to the ABL Collateral Agent Agent, (or another Person as required under any applicable Intercreditor Agreement), (iiix) 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) case, to the extent consisting of proceeds perfected by the filing of a financing statement under the PPSA Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an any Additional Agent as agent for the ABL Collateral Agent), (ivy) deliver landlord lien waivers, estoppels or collateral access letters or (vz) file any fixture filing with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and (but only to the extent that such security interest can be perfected by the filing of a financing statement 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 subsection 4.2.2 Section 4.3 and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the other provisions hereof)rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Canadian Grantor will furnish to the ABL Collateral Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s the Collateral as the ABL Collateral Administrative Agent may reasonably request in writingrequest, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the ABL Collateral Administrative Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver deliver, and shall record or cause to be recorded, such further instruments and documents and take such further actions as the ABL Collateral Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, the (i) filing of any financing statements or financing change statements under the PPSA as (or other similar Laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated formInvestment Property and Securities Accounts (other than Permitted Unperfected Accounts) and any other relevant Collateral, delivering such Capital Stock or Intercompany Notes taking any actions necessary to enable the ABL Collateral Administrative Agent to obtain “control” (or another Person as required under any applicable Intercreditor Agreement), within the meaning of the STA) with respect thereto 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 PPSA or, in the case of Pledged StockIntellectual Property, by being held by filings to the ABL Collateral Agent Canadian Intellectual Property Office or an Additional Agent Canadian Industrial Design Office, 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 security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests inapplicable, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documentssimilar authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, including the filing of any financing statements or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower Borrowers nor any Canadian other Grantor will be required to (iv) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any Collateral, (iiw) 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Pledged Notes in certificated form, delivering such Capital Stock or Intercompany Pledged Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (iiix) 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 automatically or by the filing of a financing statement under the PPSA of any applicable jurisdiction or, in the case of Pledged StockStock or Pledged Notes, by being held by the ABL Collateral Agent or an any Additional Agent as agent for the ABL Collateral Agent), (ivy) deliver landlord lien waivers, estoppels or collateral access letters or (vz) file make any fixture filing or give notice with respect to any security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) 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 Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest Security Interest created by this Security Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to Security Interest having at least the extent priority described in subsection 4.2.2 3.2 and to shall defend the security interest created by this Agreement in such Canadian Grantor’s Collateral Security Interest against the claims and demands of all Persons whomsoever (whomsoever, in each case subject to the other provisions hereofsubsection 3.2(b). (b) Such Canadian Grantor will furnish to the ABL Collateral Canadian Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s Collateral therewith as the ABL Collateral Canadian Administrative Agent may reasonably request request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Canadian Administrative Agent (i) copies of all such certificates of title issued during such calendar quarter with the notation thereon of the Canadian Administrative Agent’s Security Interest (if any) created hereunder in writingthe items of Equipment covered hereby, and (ii) a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional Copyrights, Copyright Licenses, Industrial Designs, Industrial Design Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) At Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor it will promptly execute any and duly execute all further documents, financing statements, financing change statements, agreements and deliver such further instruments and documents instruments, and take all such further actions as (including the ABL Collateral filing and recording of financing statements, financing change statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Canadian Administrative Agent or the Required Lenders may reasonably request for request, in order (x) to grant, preserve, protect and perfect the purpose of obtaining or preserving the full benefits of this Agreement validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Canadian Administrative Agent to exercise and enforce its rights and powers herein granted by such Canadian Grantorremedies hereunder with respect to any Collateral, including, without limitation, including the filing of any financing statements, continuation statements or financing change statements under the PPSA as in effect from time to time and any other applicable personal property security legislation in any Canadian other jurisdiction with respect to the security interests Security Interests created hereby; provided that, notwithstanding any other provision all at the expense of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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 security interest in fixtures affixed to or attached to any real property constituting Excluded AssetsGrantor. (d) The ABL Collateral Agent may grant extensions of time for Notwithstanding anything in this subsection 4.1 to the creation and perfection of security interests incontrary, or obtaining a delivery of documents or other deliverables (i) with respect to, particular to any assets of any Canadian acquired by such Grantor where it determines after the date hereof that such action cannot be accomplished without undue effort or expense are required by the time or times at which it would otherwise be required Credit Agreement to be accomplished subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Canadian Borrower that is required by this the Credit 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 or any other Security Documentsthis subsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent required by and having at least the priority described in subsection 4.2.2 Section 4.2 (other than by reason of the action or inaction of the Collateral Agent or any Lender) and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to whomsoever, other than the other provisions hereof)holders of Liens permitted by the Credit Agreement. (b) Such Canadian Grantor will furnish to the ABL Collateral Agent Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Canadian Grantor’s Collateral and such other reports in connection with such Canadian Grantor’s Collateral Grantor as the ABL Collateral Agent may reasonably request in writing, all in reasonable detailrequest. (c) At any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver deliver, and have recorded, such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, (i) the filing of any financing statements or financing change continuation statements under the PPSA as Uniform Commercial Code (or other similar laws) in effect from time to time in any Canadian jurisdiction jurisdiction, and any filings, if any, required to be made in the United States Patent and Trademark Office, the United States Copyright Office and in any similar offices in Canada with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated formInvestment Property, delivering such Capital Stock or Intercompany Notes Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the ABL Collateral Agent to obtain “control” (or another Person within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided, however, that, so long as the Collateral Agent shall not have otherwise requested at a time when an Event of Default shall have occurred and be continuing, such Grantor shall not be required to take any such action under any applicable Intercreditor Agreement)this clause (ii) with respect to (w) Deposit Accounts, (iiix) 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 money market 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 PPSA 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), (ivy) deliver landlord lien waivers, estoppels or collateral access letters Investment Property constituting commodity contracts or (vz) file any fixture filing other Collateral referred to in this clause (ii) until the value of such other Collateral exceeds $250,000 with respect to any security interest individual item of Collateral or $1,000,000 in fixtures affixed the aggregate for all such items of Collateral, and (iii) using commercially reasonable efforts to or attached deliver a landlord waiver from any landlord with respect to any real property constituting Excluded Assets. (d) The ABL leased to the U.S. Borrower or any of its Subsidiaries, as may be required by the Collateral Agent may grant extensions provided, however, that, so long as the Collateral Agent shall not have otherwise requested at a time when an Event of time for the creation Default shall have occurred and perfection of security interests inbe continuing, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian Grantor where it determines that such action canGuarantor shall not be accomplished without undue effort or expense by the time or times at which it would otherwise be required to take any such action under this clause (iii), and (iv) the delivery to the Collateral Agent of physical possession or, or the notation of the Collateral Agent’s Lien upon, titles with respect to Vehicles, provided, however, that, so long as the Collateral Agent shall not have otherwise requested at a time when an Event of Default shall have occurred and be accomplished by continuing, such Guarantor shall not be required to take any such action under this Agreement or any other Security Documentsclause (iv).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Term Loan Priority Collateral and such other reports in connection with such Canadian Grantor’s Term Loan Priority 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change continuation statements under the PPSA as (or other similar laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; hereby provided that, notwithstanding any other provision of this Agreement further that the Borrower or any other Loan Document, neither the Canadian Borrower nor any Canadian such Grantor will not be required to (iw) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any CollateralCollateral (other than with respect to a Foreign Subsidiary which is a Subsidiary Guarantor as of the date hereof or becomes a Subsidiary Guarantor pursuant to the Credit Agreement), (iix) 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 Subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Intercompany Pledged Notes in certificated form, delivering such Capital Stock or Intercompany Pledged Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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), (ivy) deliver landlord lien waivers, estoppels or collateral access letters or (vz) file any fixture filing with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian Grantor where it determines that such action cannot be accomplished without LEGAL_1:67880593.5 LEGAL_36377770.2 undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or any other Security Documents. (e) [reserved].

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest Security Interests created by this Agreement in such Canadian Grantor’s Collateral hereby as a perfected security interest as interests (subject to any Permitted Lien) and to the extent described in subsection 4.2.2 and to shall defend the security interest Security Interests created by this Agreement in such Canadian Grantor’s Collateral hereby and the priority thereof against the claims and demands not expressly permitted by the Credit Agreement of all Persons whomsoever (subject to the other provisions hereof)whomsoever. (b) Such Canadian Grantor will furnish to the ABL Canadian Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s Collateral therewith as the ABL Canadian Collateral Agent may reasonably request in writing, all in reasonable detailrequest. (c) At Each Canadian 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 which accounted for aggregate revenue to the Company or any of its Subsidiaries of more than $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, that would, had such Canadian 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, such Canadian Grantor shall, on each date that the Borrowers are required to deliver a certificate of an Authorized Officer to the Canadian Administrative Agent pursuant to Section 9.1(e) of the Credit Agreement execute and deliver to the Canadian Collateral Agent agreements substantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, with the agreement substantially in the form of Exhibit 3 hereto to be recorded with the Canadian Intellectual Property Office and any other Governmental Authority located in Canada necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Canadian Registered Intellectual Property. (d) Subject to clause (e) below and Section 3.3(b), each Canadian Grantor agrees that at any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor it will promptly execute any and duly execute all further documents, financing statements, agreements and deliver such further instruments and documents instruments, and take all such further actions as (including the ABL filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Canadian Collateral Agent or the Required Lenders may reasonably request for request, in order (x) to grant, preserve, protect and perfect the purpose of obtaining or preserving the full benefits of this Agreement validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Canadian Collateral Agent to exercise and enforce its rights and powers herein granted by such Canadian Grantorremedies hereunder with respect to any Collateral, including, without limitation, including the filing of any financing statements or financing change continuation statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests Security Interests created hereby; provided that, notwithstanding any other provision all at the expense of this Agreement or any other Loan Documentsuch Canadian Grantor. Without limiting the generality of the foregoing, neither the Canadian Borrower nor any such Canadian Grantor will be required shall comply with Section 9.14 of the Credit Agreement. (e) Notwithstanding anything in this Section 4.1 to the contrary, (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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 security interest in fixtures affixed assets acquired by such Canadian Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or attached (ii) with respect to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions Person that, subsequent to the date hereof, becomes a Subsidiary of time for the creation and perfection of security interests inCanadian Borrowers that is required by the Credit Agreement to become a party hereto, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any the relevant Canadian Grantor where it determines that such action cannot be accomplished without undue effort after the acquisition or expense creation thereof shall promptly take all actions required by the time or times at which it would otherwise be required to be accomplished by this Credit Agreement or any other Security Documentsthis Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Section 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change statements under the PPSA as or the Uniform Commercial Code in effect from time to time in any Canadian United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower Borrowers nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than CanadaCanada and the United States, or required by the laws of any such non-Canadian jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada and the United States or to perfect any security interests (or other Liens) in any 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 Section 7.17 of the ABL Credit Agreement and (B) in the case of Security 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 ABL Collateral Agent (or another Person as required under any applicable Acceptable Intercreditor Agreement), (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) accounts (except, in each case (A) except as required by subsection 4.16 Section 7.17 of the ABL Credit Agreement and (B) to the extent consisting of proceeds perfected automatically or by the filing of a financing statement under the PPSA 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 AgentPPSA), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a and delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian 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 ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change continuation statements under the PPSA Uniform Commercial Code (or other similar laws) as in effect from time to time in any Canadian United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (iv) take any action in any jurisdiction other than Canadathe United States of America, or required by the laws of any such non-Canadian U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada the United States of America or to perfect any security interests (or other Liens) in any Collateral, (iiw) 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Pledged Notes in certificated form, delivering such Capital Stock or Intercompany Pledged Notes to the ABL Collateral Agent Agent, (or another Person as required under any applicable Intercreditor Agreement), (iiix) 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) case, to the extent consisting of proceeds perfected by the filing of a financing statement under the PPSA Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent, the First Lien Agent or an any Additional Agent as agent for the ABL Collateral Agent), (ivy) deliver landlord lien waivers, estoppels or collateral access letters or (vz) file any fixture filing with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor The Grantors shall maintain the security interest interests created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and interests (to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein)) having at least the priority described in subsection 4.2.2 Section 4.2, and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral interests against the claims and demands of all Persons whomsoever (subject to the other provisions hereof)whomsoever. (b) Such Canadian Each Grantor will furnish to the ABL Collateral Agent Lenders from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s Collateral therewith as the ABL Collateral Agent Lenders may reasonably request in writingrequest, all in reasonable detail. (c) At any time and from time to time, upon the written request of the ABL Collateral AgentLenders, and at the its sole expense of such Canadian Grantorexpense, such Canadian each Grantor will promptly and duly execute and deliver deliver, and have recorded, such further instruments and documents and take such further actions as the ABL Collateral Agent Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, the including (i) filing of any financing statements or financing change continuation statements under the PPSA as UCC (or other similar laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Investment Property and any other relevant Collateral, taking any such requested actions necessary to enable Lenders to obtain “control” (within the meaning of the applicable UCC) with respect to such Investment Property or other Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as extent required under any applicable Intercreditor Agreement), to be pledged hereunder; and (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cashif requested by Lenders, cash equivalentsdelivering, 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 permitted by law, any original motor vehicle certificates of proceeds perfected title received by such Grantor from the filing applicable secretary of a financing statement under the PPSA or, in the case of Pledged Stock, by being held by the ABL Collateral Agent state 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 other Governmental Authority after information reflecting Lenders’ security interest has been recorded in fixtures affixed such motor vehicles to or attached to any real property constituting Excluded Assets. (d) 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 Canadian 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 extent required to be accomplished by this Agreement or any other Security Documentspledged thereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and (but only to the extent that such security interest can be perfected by the filing of a financing statement 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 subsection 4.2.2 Section 4.3 and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the other provisions hereof)rights of such Grantor under the Note Documents to dispose of the Collateral. (b) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s the Collateral as the ABL Collateral Agent may reasonably request in writingrequest, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver deliver, and shall record or cause to be recorded, such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, the (i) filing of any financing statements or financing change statements under the PPSA as (or other similar Laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated formInvestment Property and Securities Accounts (other than Permitted Unperfected Accounts) and any other relevant Collateral, delivering such Capital Stock or Intercompany Notes taking any actions necessary to enable the ABL Collateral Agent to obtain “control” (or another Person as required under any applicable Intercreditor Agreement), within the meaning of the STA) with respect thereto 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 PPSA or, in the case of Pledged StockIntellectual Property, by being held by filings to the ABL Collateral Agent Canadian Intellectual Property Office or an Additional Agent Canadian Industrial Design Office, 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 security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests inapplicable, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documentssimilar authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as having at least the perfection and to the extent priority described in subsection 4.2.2 and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof)whomsoever. (b) Such Canadian Grantor will furnish to the ABL Canadian Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian Grantor’s Collateral as the ABL Canadian 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 ABL Canadian Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Canadian Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security 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 ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), or (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 PPSA 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) letters. It is understood and agreed that no Grantor shall be required to file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property constituting Excluded Assetsthat is not subject to a Mortgage pursuant to the ABL Credit Agreement. (d) 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 Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Section 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b) Such Canadian Grantor will furnish to the ABL Canadian Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Collateral and such other reports in connection with such Canadian Grantor’s Collateral as the ABL Canadian 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 ABL Canadian Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Canadian Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower Borrowers nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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 Section 4.16 of the ABL Credit Agreement and (B) in the case of Security 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 $5,000,000) to the ABL Canadian Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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) accounts (except, in each case (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) except to the extent consisting of proceeds perfected by the filing of a financing statement under the PPSA 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 AgentPPSA), (iv) deliver landlord lien waivers, estoppels or collateral access letters letters, or (v) file make any fixture filing or give notice with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Canadian Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a and delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a1) Such Canadian Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent described in subsection Subsection 4.2.2 and to defend the security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof). (b2) Such Canadian Grantor will furnish to the ABL Collateral Agent from time to time statements and schedules further identifying and describing such Canadian Grantor’s Term Loan Priority Collateral and such other reports in connection with such Canadian Grantor’s Term Loan Priority Collateral as the ABL Collateral Agent may reasonably request in writing, all in reasonable detail. (c3) At any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantor, including, without limitation, the filing of any financing statements or financing change continuation statements under the PPSA as (or other similar laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; hereby provided that, notwithstanding any other provision of this Agreement further that the Borrower or any other Loan Document, neither the Canadian Borrower nor any Canadian such Grantor will not be required to (iw) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any Collateral, (iix) 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 Subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Intercompany Pledged Notes in certificated form, delivering such Capital Stock or Intercompany Pledged Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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), (ivy) deliver landlord lien waivers, estoppels or collateral access letters or (vz) file any fixture filing with respect to any security interest in fixtures Fixtures affixed to or attached to any real property constituting Excluded Assets. (d4) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documents. (5) [Reserved].

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest Security Interest created by this Security Agreement in such Canadian Grantor’s Collateral as a perfected security interest as Security Interest having at least the priority described in Section 3.1 and subject to the extent qualifications described in subsection 4.2.2 and to Section 3.2 shall defend the security interest created by this Agreement in such Canadian Grantor’s Collateral Security Interest against the claims and demands of all Persons whomsoever (subject to other than the other provisions hereof)holders of Liens permitted by the Credit Agreement. (b) Such Canadian Grantor will furnish to the ABL Collateral Agent and the Canadian Lenders from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s Collateral therewith as the ABL Collateral Agent may reasonably request in writing, all in reasonable detailrequest. (c) At Subject to clause (d) below, each Grantor agrees that at any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor it will promptly execute any and duly execute all further documents, financing statements, agreements and deliver such further instruments and documents instruments, and take all such further actions as (including the ABL filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request for request, in order to enable the purpose of obtaining or preserving the full benefits of this Agreement Collateral Agent to exercise and of the enforce its rights and powers herein granted by such Canadian Grantorremedies hereunder with respect to any Collateral, including, without limitation, including the filing of any financing statements financing, continuation, or financing change statements under the PPSA as in effect from time to time in any Canadian jurisdiction with respect to the security interests Security Interest created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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 hereby and (B) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as all applicable documents required under any applicable Intercreditor AgreementSection 3.2(b)(C), (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 all at the expense of the ABL Credit Agreement and (B) to the extent consisting of proceeds perfected by the filing of a financing statement under the PPSA 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 security interest in fixtures affixed to or attached to any real property constituting Excluded Assetssuch Grantor. (d) The Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that constitute Collateral or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary that is required by the ABL 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 or this Section 4.1. (e) In order better to perfect the security interest of the Canadian Secured Parties in ABL Controlled Accounts which are subject to Applicable Control Agreements, each Grantor hereby grants to the Collateral Agent may grant extensions of time Agent, for the creation benefit of the Canadian Secured Parties, a lien on and perfection of security interests interest in, or obtaining a delivery all of documents or other deliverables with respect toits right, particular assets of title and interest in, to and under the ABL Controlled Accounts and shall enter into any Canadian Grantor where it determines that such action cannot be accomplished without undue effort or expense Applicable Control Agreements as required by the time or times at which it would otherwise be required to be accomplished by this Agreement or any other Security DocumentsCollateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest Security Interest created by this Security Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to Security Interest having at least the extent priority described in subsection 4.2.2 Section 3.2 and to shall defend the security interest created by this Agreement in such Canadian Grantor’s Collateral Security Interest against the claims and demands of all Persons whomsoever (except for Liens permitted by the Credit Agreement, which Liens such Grantor shall pay and perform in accordance with their terms), in each case subject to the other provisions hereofSection 3.2(b). (b) Such Canadian Grantor will furnish to the ABL Collateral Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s Collateral therewith as the ABL Collateral Administrative Agent may reasonably request request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Administrative Agent a written supplement hereto substantially in writingthe form of Annex 2 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) At Subject to clause (d) below and Section 3.2(b), each Grantor agrees that at any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor it will promptly execute any and duly execute all further documents, financing statements, agreements and deliver such further instruments and documents instruments, and take all such further actions as (including the ABL Collateral filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request for request, in order (x) to grant, preserve, protect and perfect the purpose of obtaining or preserving the full benefits of this Agreement validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Administrative Agent to exercise and enforce its rights and powers herein granted by such Canadian Grantorremedies hereunder with respect to any Collateral, including, without limitation, including the filing of any financing statements or financing change continuation statements under the PPSA as personal property security legislation of Canada in effect from time to time in any Canadian jurisdiction with respect to the security interests Security Interests created hereby; provided that, notwithstanding any other provision all at the expense of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (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 PPSA 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 security interest in fixtures affixed to or attached to any real property constituting Excluded AssetsGrantor. (d) The ABL Collateral Agent may grant extensions of time for Notwithstanding anything in this Section 4.1 to the creation and perfection of security interests incontrary, or obtaining a delivery of documents or other deliverables (i) with respect to, particular to any assets of any Canadian acquired by such Grantor where it determines after the date hereof that such action cannot be accomplished without undue effort or expense are required by the time or times at which it would otherwise be required Credit Agreement to be accomplished subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the US Borrower that is required by this the Credit 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 or any other Security Documentsthis Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and (but only to the extent that such security interest can be perfected by the filing of a financing statement 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 subsection 4.2.2 Section 4.3 and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the other provisions hereof)rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Canadian Grantor will furnish to the ABL Collateral Administrative Agent and the Revolver Agent from time to time statements and schedules further identifying and describing the assets and property of such Canadian Grantor’s Collateral Grantor and such other reports in connection with such Canadian Grantor’s the Collateral as the ABL Collateral Administrative Agent may reasonably request in writingrequest, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the ABL Collateral Administrative Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver deliver, and shall record or cause to be recorded, such further instruments and documents and take such further actions as the ABL Collateral Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, the (i) filing of any financing statements or financing change statements under the PPSA as (or other similar Laws) in effect from time to time in any Canadian jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any 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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated formInvestment Property and Securities Accounts (other than Permitted Unperfected Accounts) and any other relevant Collateral, delivering such Capital Stock or Intercompany Notes taking any actions necessary to enable the ABL Collateral Administrative Agent to obtain “control” (or another Person as required under any applicable Intercreditor Agreement), within the meaning of the STA) with respect thereto 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 PPSA or, in the case of Pledged StockIntellectual Property, by being held by filings to the ABL Collateral Agent Canadian Intellectual Property Office or an Additional Agent Canadian Industrial Design Office, 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 security interest in fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The ABL Collateral Agent may grant extensions of time for the creation and perfection of security interests inapplicable, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Canadian 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 Agreement or any other Security Documentssimilar authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Canadian Grantor shall maintain the security interest created by this Agreement in such Canadian Grantor’s Collateral as a perfected security interest as and to the extent required by and having at least the priority described in subsection 4.2.2 Section 3.2 (other than by reason of the action or inaction of the Collateral Agent or any Lender) and to shall defend the such security interest created by this Agreement in such Canadian Grantor’s Collateral against the claims and demands of all Persons whomsoever (subject to other than the other provisions hereofholders of Liens permitted by the Credit Agreement). (b) Such Canadian Grantor will furnish to the ABL Collateral Agent Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Canadian Grantor’s Collateral and such other reports in connection with such Canadian Grantor’s Collateral Grantor as the ABL Collateral Agent may reasonably request in writing, all in reasonable detailrequest. (c) At any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Canadian Grantor, such Canadian Grantor will promptly and duly execute and deliver deliver, and have recorded, such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Canadian Grantorgranted, including, without limitation, (i) the filing of any financing statements or financing change statements under the PPSA as (or other similar laws) in effect from time to time in any Canadian jurisdiction jurisdiction, and any filings, if any, required to be made in the United States Patent and Trademark Office, the United States Copyright Office and in any similar offices in Canada with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Canadian Borrower nor any Canadian Grantor will be required to (i) take any action in any jurisdiction other than Canada, or required by the laws of any such non-Canadian jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-Canadian jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of Canada or to perfect any security interests (or other Liens) in any Collateral, hereby and (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) in the case of Security Collateral that constitutes Capital Stock or Intercompany Notes in certificated formSecurities, delivering such Capital Stock or Intercompany Notes Deposit Accounts, and any other relevant Collateral, taking any actions necessary to enable the ABL Collateral Agent to obtain possession and control with respect thereto; provided, however, that, so long as the Collateral Agent shall not have otherwise requested at a time when an Event of Default shall have occurred and be continuing, such Grantor shall not be required to take any such action under this clause (or another Person as required under any applicable Intercreditor Agreement)ii) with respect to (w) Deposit Accounts, (iiix) 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 money market 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 PPSA 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), (ivy) deliver landlord lien waivers, estoppels or collateral access letters Securities constituting commodity contracts or (vz) file any fixture filing other Collateral referred to in this clause (ii) until the value of such other Collateral exceeds the Canadian Dollar Equivalent of $250,000 with respect to any security interest individual item of Collateral or the Canadian Dollar Equivalent of $1,000,000 in fixtures affixed to or attached to any real property constituting Excluded Assetsthe aggregate for all such items of Collateral. (d) 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 Canadian 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 Agreement or any other Security Documents.