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

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Trademarks, Copyrights and exclusive Copyright Licenses contained of United States registered Copyrights (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Administrative Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including, in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file file, and if requested (Asubject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time reasonably be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall pay be deemed to constitute an agreement to subordinate any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit AgreementLiens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) . Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate the or describe such Grantor’s Collateral (A1) as all assets of the applicable such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, and the type of such Grantor’s organization. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request.. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date . (c)

Authorization to File Financing Statements; Ratification. Each Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States US or Canadian issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained of registered US Copyrights (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Administrative Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected (if and to the extent perfection is required pursuant to the Loan Documents) security interest in and and, subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with and subject to the limitations under Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party party, and (C) other documents and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and or amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured partythereto, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) federal intellectual property filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks other documents and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party party, and (C) other documents and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Second Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses subject to the provisions of clause (id) and (ii) aboveof Article II, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first perfected security interest in and subjectin, in the case of Pledged Collateraland, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating Collateral (subject to its Collateral in accordance with Section 9.03(a) of the Credit AgreementPermitted Liens). Any financing statement filed by the Administrative Agent may be filed filed, subject to the provisions of clause (e) of Article II, in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A1) as all assets of the applicable such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, (2) as all personal property and other assets of such Grantor, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor, or (B3) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file file, and if requested (Asubject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time reasonably be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e), provided that nothing herein shall pay be deemed to constitute an agreement to subordinate any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit AgreementLiens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e). Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate the or describe such Grantor’s Collateral (A1) as all assets of the applicable such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, and the type of such Grantor’s organization. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and Office, the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issuedStates, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses actions (iother than Excluded Perfection Actions) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected first priority security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as “all assets of the applicable Grantor Grantor” or words of similar effect, regardless of whether any particular asset comprised included in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon written request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the First Lien Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority(subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the First Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in describing the Collateral and naming such Grantor as debtor other documents and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Collateral owned by such Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating subject to its Collateral in accordance with Liens permitted hereunder or under Section 9.03(a) 6.02 of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement; provided, that, in no event shall any other description be construed to broaden the scope of property pledged under this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien in favor of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject in each case to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of this Security Agreement and the Credit Agreement) other Loan Documents, each Grantor agrees to file or shall authorize the Agent to file such other documents and to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest (with the priority set forth in the Intercreditor Agreement or any other applicable Acceptable Intercreditor Agreement then in effect, if any) in and subject, in the case of Pledged Collateral, to the extent required pursuant to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the First Lien Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor The Debtor shall file all appropriate financing statements necessary to perfect the security interest of the Secured Party in the Collateral. The Debtor hereby (i) authorizes the Agent Secured Party to file (A) file, and if requested will deliver to the Secured Party, at Debtor’s expense, all financing statements statements, continuation statements, applications for certificates of title, notices, affidavits and other documents and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) Secured Party in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay , subject only to Liens permitted under Section 4.1(e), or, upon the occurrence and during the continuation of an Event of Default, for the purpose of transferring and delivering title to all or any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) part of the Credit AgreementCollateral. Any financing statement filed by the Agent Secured Party may be filed in any filing office in any applicable UCC jurisdiction and may may: (i) indicate the Collateral Collateral: (A1) as all assets of the applicable Grantor Debtor or words of similar effect, regardless of whether any particular asset comprised in comprising a part of the Collateral falls within the scope of Article 9 of the UCC of or such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including: (A) whether the Debtor is an organization, the type of organization and any organization identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor The Debtor also agrees to furnish any such information to the Agent Secured Party promptly upon request. The Debtor also ratifies its authorization for the Secured Party to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) Intellectual Property Security Agreement Supplements, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees Documents, to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information that is necessary for perfection to the Agent promptly upon the Agent’s reasonable written request. No Grantor shall be required to complete any filings or other action with respect to the perfection of any security interests created hereby in any Patents, Copyrights, or Trademarks subsisting in any jurisdiction outside of the United States.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets present and after acquired assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC PPSA of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.. CAN_DMS: \139431020\5

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, documents as may from time to time be necessary and reasonably requested required by the Collateral Agent (and authorizes at the Agent to take any such other actions, consistent with and limited to written direction of the Perfection Requirements, which it has no obligation to takeHolders of a majority in aggregate principal amount of the Notes then outstanding) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, Collateral owned by such Grantor with the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of priority required by the Credit AgreementIndenture. Any financing statement filed by the Agent so authorized may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Collateral Agent promptly upon requestrequest (at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding). Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Notwithstanding the foregoing authorizations, each Grantor agrees to prepare, record and file, at its own expense, financing statements (and amendments or continuation statements when applicable) with respect to Collateral now existing or hereafter created meeting the requirements of the applicable state law in such manner and in such jurisdictions are necessary to prefect and maintain a perfected Lien in the Collateral, and to timely deliver a file-stamped copy of each filed financing statement or other evidence of filing to the Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent shall have no responsibility for preparing, recording, filing, re-recording, or re-filing any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensuring the perfection or maintenance of any security interest granted pursuant to this Security Agreement, the Indenture or any Security Document.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien and security interest (including its perfection and priority) of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file file, and if requested will deliver to the Administrative Agent (A) or its representatives), all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to, subject to establish and Article XI, maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected first priority security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable relevant UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of or such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. (a) Each Grantor hereby (i) authorizes the Agent at any time and from time to time to file (A) all financing statements (including fixture filings) and amendments thereof or continuation statements with respect thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction party and (B) filings the applicable Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issuedissuances of, registered and applied registrations for, or applications for registration of Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party andparty, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions at its expense as may from time to time be necessary and necessary, advisable or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to which the Perfection Requirements, which it Agent has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, Lien on the Collateral. Each Grantor The Grantors shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral the foregoing in accordance with and subject to the limitations under Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets of the applicable Grantor assets”, “all assets, whether now owned or hereafter acquired and wherever located” or words of similar effect, regardless of whether any particular asset comprised (B) as being equal or lesser in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or with greater detail or (BC) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC of such jurisdiction for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment. Each Grantor agrees to furnish any such information , including in each case to the Agent promptly upon requestextent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the Term Loan Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority(subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Term Loan Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing feesCollateral owned by such Grantor, recordation fees and related reasonable expenses relating provided, however, that no Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement will be required to its Collateral in accordance with Section 9.03(a) of the Credit Agreementbe executed by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets present and after acquired assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC PPSA of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Notes Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected (if and to the extent perfection is required pursuant to the Notes Documents) security interest in and and, subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(aand subject to the limitations under Sections 7.07 and 12.07(u) of the Credit AgreementIndenture. Any financing statement filed by any Grantor on behalf of the Notes Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request. Each Grantor shall file any financing statements, amendments, continuation statements or filings with the relevant jurisdiction, the United States Patent and Trademark Office and the United States Copyright Office and each Grantor shall file such filings on behalf of the Notes Collateral Agent. It is understood that the Notes Collateral Agent has no obligation to file any financing statements, amendments, continuation statements or filings.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and (C) other documents and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees Documents, to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens) security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and (C) other documents and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees Documents, to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens) security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Notes Collateral Agent to file (A) all financing statements (including Transmitting Utility filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) as may be necessary or advisable for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Loan Notes Documents (including the limitations set forth in Section 5.12 12.07 of the Credit AgreementIndenture) agrees to take such other actions, in each case described under clauses clause (i) and (ii) above, as may from time to time be necessary and and/or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 12.07 of the Indenture, Control of, the Collateral, including filing, with written notice to the Notes Collateral Agent, all UCC continuation statements or amendments as may be required by Article 9 of the UCC of each applicable jurisdiction to continue the perfection of the security interest created, or intended to be created, by this Agreement in the Collateral as a perfected security interest. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) 12.01 of the Credit AgreementIndenture. Any financing statement (including Transmitting Utility filings) filed by the Agent Grantors may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor now existing or hereafter acquired or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request.. (b)

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and or amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured partythereto, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) federal intellectual property filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks other documents and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing feesCollateral owned by such Grantor, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementexcept as expressly limited hereby. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Trademarks, Copyrights and exclusive Exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party party, and (C) other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and or otherwise reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priorityfirst priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof4.02, Control of, the Collateral, subject only to Permitted Liens. Each Grantor (or the Borrower, in place of any Grantor) shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Term Loan Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the applicable Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file file, and if requested (Asubject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in its Permitted Discretion in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Agreement and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Collateral Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral. The Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all UCC financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable first priority (subject to Permitted Liens and to the Legal Reservationsterms of the Term Loan/ABL Intercreditor Agreement) and perfected security interest in and, if applicable and subject, in the case of Pledged Collateral, to Section 4.02 hereofrequired hereunder, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of or such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is a “registered organization” (as defined in the UCC), the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and Office, the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issuedStates, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.. EXECUTION VERSION

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time reasonably be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing feesCollateral owned by such Grantor, recordation fees and related reasonable expenses relating subject to its Collateral in accordance with Liens permitted under Section 9.03(a) 6.01 of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings executed by such Grantor with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) as may be necessary or advisable for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses Registered Intellectual Property Collateral contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Credit Documents (including the limitations set forth in Section 5.12 9.10 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and required under applicable law or be reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest (with priority described in the Security Documents and Customary Intercreditor Agreements) in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 9.10 of the Credit Agreement, Control of, of the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a13.5(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) Documents, agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected (if and to the extent perfection is required pursuant to the Loan Documents) security interest in and and, subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with and subject to the limitations under Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and amendments thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement executed by the relevant GrantorAgreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained (in each case, to the Collateral extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and, and (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreementy) agrees to take such other actionsactions as required by Section 5.14 of the Second Lien Credit Agreement, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First PrioritySecond Priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Second Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Administrative Agent to file (A) file, and if requested will deliver to the Administrative Agent, all financing statements and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, actions as may from time to time be necessary and reasonably requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a First Priority, valid, enforceable (subject to the Legal Reservations) and first priority perfected security interest (or, at any time when the Intercreditor Agreement is in and subjecteffect, a perfected security interest with the priority required pursuant thereto) in the case of Pledged Collateraland, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of or such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.