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

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (i) 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) 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 (in each case, to the 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 Notes Documents, agrees to take such other actions, in each case as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(u) of the Indenture. Any financing statement filed by any Grantor on behalf of the Notes Collateral Agent 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 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 Subject to the limitations set forth in Section 5.12 of the Credit Agreement, 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 continuations 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 PPSA 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States US or Canadian issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, and (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent filing office in any applicable PPSA 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 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 organizational identification number issued to the GrantorGrantor 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 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 undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) file all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral 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) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (iiy) subject to the terms of the Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and to the extent perfection is required pursuant to the Notes Documents) First Priority security interest in and, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureABL Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent 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 GrantorGrantor 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 Notes Collateral Administrative 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 undertakes and shall be responsible (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 Notes Collateral 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Administrative Agent to take any such other actions, 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 Loan Documents) 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by any Grantor on behalf of the Notes Collateral Administrative Agent 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 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 Administrative 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 Subject to the limitations set forth in Section 5.12 of the Credit Agreement, 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 continuations 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 Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States US or Canadian issued, registered and or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, and (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization organizational identification number issued to the GrantorGrantor 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 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 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 AgreementAgreement executed by the relevant Grantor) 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 extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Notes Documents, 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 or and 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 and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (By) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) 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 (in each case, to the 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 Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and to the extent perfection is required pursuant to the Notes Documents) First Priority security interest in and, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureABL Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all 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 GrantorGrantor 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 Notes Collateral Administrative 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.CAN_DMS: \139431020\5

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (i) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements continuations thereto with respect to the Collateral naming such Grantor as debtor and the Notes Collateral 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 Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in the United States or Canada issued, registered and applied for Patents, Trademarks Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Administrative Agent to take any such other actions, 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 hereof4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by any Grantor on behalf of the Notes Collateral Administrative Agent 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 GrantorGrantor 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 Notes Collateral Administrative 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 undertakes and shall be responsible (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto continuations 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 jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and (C) other documents and, (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and subject to the extent perfection is required pursuant to the Notes DocumentsPermitted Liens) security interest in and, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 GrantorGrantor 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 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 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 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 AgreementAgreement 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 (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Notes Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions, in each case actions as may from time to time be necessary required under applicable law or be 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 (with priority described in and, 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 and subject to the limitations under Sections 7.07 and 12.07(uSection 13.5(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 undertakes and shall be responsible (i) authorizes the Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto continuations 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 jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and (C) other documents and, (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and subject to the extent perfection is required pursuant to the Notes DocumentsPermitted Liens) 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 GrantorGrantor 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 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 undertakes and shall be responsible (i) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments (including financing change statements) and continuation statements continuations thereto or renewals thereof with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party, in form appropriate for filing under the PPSA or UCC of the relevant jurisdiction and (B) filings with the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in Canadian or United States issued, registered and applied for Patents, Trademarks Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Administrative Agent to take any such other actions, 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 hereof4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by any Grantor on behalf of the Notes Collateral Administrative Agent may (i) indicate the Collateral (A) as “all present and after-acquired personal property” or “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 jurisdictionPPSA, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by the PPSA or 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 GrantorGrantor 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 Notes Collateral Administrative 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 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien and security interest (including its perfection and priority) of the Notes Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the 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 Notes Documents, Loan Documents agrees to take such other actions, in each case as may from time to time be necessary or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 GrantorGrantor 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 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 undertakes and shall be responsible (i) authorizes the Agent (or its designee) 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 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 AgreementAgreement 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 (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Notes Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions, in each case actions as may from time to time be necessary required under Applicable Law or be 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 (with priority described in and, the Security Documents and Customary Intercreditor Agreements) in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Sections 9.10 and 9.11 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 and subject to the limitations under Sections 7.07 and 12.07(uSection 13.5(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent (or its designee) may be filed in any Grantor on behalf of the Notes Collateral Agent 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 The Debtor shall file all appropriate financing statements necessary to perfect the security interest of the Secured Party in the Collateral. The Debtor hereby undertakes authorizes the Secured Party to file, and shall be responsible (i) if requested will deliver to file (A) the Secured Party, at Debtor’s expense, all financing statements (including fixture filings) statements, continuation statements, applications for certificates of title, notices, affidavits and other documents and amendments thereto 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) 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 (in each case, to the 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 Notes Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and to the extent perfection is required pursuant to the Notes Documents) security interest in and, subject, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(u) part of the IndentureCollateral. Any financing statement filed by the Secured Party may be filed in any Grantor on behalf of the Notes Collateral Agent may filing office in any UCC jurisdiction and may: (i) indicate the Collateral Collateral: (A1) as “all assets” 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 in each case to the extent applicable, including: (A) whether the Grantor Debtor is an organization, the type of organization and any organization identification number issued to the GrantorDebtor, 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 Notes Collateral Agent Secured Party promptly upon request. Each Grantor shall file The Debtor also ratifies its authorization for the Secured Party to have filed in any UCC jurisdiction any initial financing statements, amendments, continuation statements or filings with amendments thereto if filed prior to 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 filingsdate hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) file all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral 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) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (iiy) subject to the terms of the Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the First Lien Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and to the extent perfection is required pursuant to the Notes Documents) First Priority 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureFirst Lien Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent 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 GrantorGrantor 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 Notes Collateral Administrative 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 undertakes and shall be responsible (ix) authorizes the Collateral Agent to file (A) file all financing statements (including fixture filings) and amendments and continuation statements thereto continuations 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 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) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, and (iiy) subject to the terms of the Notes Documents, agrees to take such other actions, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(u) of the IndentureCollateral. Any financing statement filed by any Grantor on behalf of the Notes The Collateral Agent may file financing statements 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 GrantorGrantor 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 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 undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) file all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral 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) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (iiy) subject to the terms of the Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the Term Loan Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and subject to Permitted Liens (to the extent perfection is required pursuant such Permitted Liens are not prohibited from being senior to the Notes DocumentsLien granted to the Administrative Agent hereunder)) 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureTerm Loan Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent 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 GrantorGrantor 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 Notes Collateral Administrative 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 undertakes and shall be responsible (i) authorizes the Agent to file (A) Intellectual Property Security Agreement Supplements, 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) 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 (in each case, to the 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 Notes Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 GrantorGrantor 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 Notes Collateral Agent promptly upon the Agent’s reasonable written request. Each No Grantor shall file be required to complete any financing statementsfilings or other action with respect to the perfection of any security interests created hereby in any Patents, amendmentsCopyrights, continuation statements or filings with the relevant jurisdiction, Trademarks subsisting in any jurisdiction outside of 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 filingsStates.

Authorization to File Financing Statements; Ratification. (a) Each Grantor hereby undertakes and shall be responsible hereby (i) authorizes the Agent at any time and from time to time to file (A) all financing statements (including fixture filings) and amendments and thereof or continuation statements with respect 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 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issuedissuances of, registered and applied registrations for, or applications for registration of Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party andparty, (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions at its expense as may from time to time be necessary necessary, advisable or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, which it the Agent 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, subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, and Lien on the Collateral. Each Grantor The Grantors shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral the foregoing in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets”, “all assets, whether now owned or hereafter acquired and wherever located” of the applicable Grantor 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, 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. (a) Each Grantor hereby undertakes and shall be responsible (i) authorizes the Agent at any time and from time to time to file (A) all financing statements (including fixture filings) and amendments and thereof or continuation statements with respect 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 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issuedissuances of, registered and applied registrations for, or applications for registration of Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party andparty, (ii) subject to the terms of the Notes Loan Documents, agrees to take such other actions, in each case actions at its expense as may from time to time be necessary necessary, advisable or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, which it the Agent 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, subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, and Lien on the Collateral. Each Grantor The Grantors shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral the foregoing in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets”, “all assets, whether now owned or hereafter acquired and wherever located” of the applicable Grantor 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, 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 Such Grantor hereby undertakes authorizes the Administrative Agent to file, and shall be responsible (i) if requested will deliver to file (A) the Administrative Agent, all financing statements (including fixture filings) and amendments other documents 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) 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 (in each case, to the 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 Notes Documents, agrees to take such other actions, in each case actions (other than Excluded Perfection Actions) as may from time to time be necessary or reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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) first priority security interest in and, subject, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(u) of the Indentureowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any Grantor on behalf of the Notes Collateral Agent filing office in any applicable UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as “all assets” 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 in each case to the extent applicable, whether the such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor. Each Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Notes Collateral Administrative Agent promptly upon written request. Each Grantor shall The Administrative Agent is further authorized to file any financing statements, amendments, continuation statements or filings with the relevant jurisdiction, the United States Patent and Trademark Office and the 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 each naming any Grantor shall file such filings on behalf of or the Notes Collateral Agent. It is understood that Grantors as debtors and the Notes Collateral Administrative Agent has no obligation to file any financing statements, amendments, continuation statements or filingsas secured party.

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) file all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral 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) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Notes Collateral Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party and, and (iiy) subject to the terms of the Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the Second Lien Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureSecond Lien Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent 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 GrantorGrantor 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 Notes Collateral Administrative 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 undertakes and shall be responsible (ix) authorizes the Administrative Agent to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (By) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) 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 (in each case, to the 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 Notes Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Administrative Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (if and to the extent perfection is required pursuant to the Notes Documents) First Priority security interest in and, 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureABL Credit Agreement. Any The Administrative Agent may file financing statement filed by statements in any Grantor on behalf of the Notes Collateral Agent applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all 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 GrantorGrantor 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 Notes Collateral Administrative 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 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) for the purpose of perfecting, enforcing, maintaining or protecting the Lien in favor of the Notes Collateral Agent in United States issuedand, registered and applied for Patents, Trademarks and Copyrights (subject in each case, case to the extent constituting Collateral) and naming such Grantor as debtor limitations set forth in this Security Agreement and the Notes Collateral Agent as secured party and, (ii) subject to the terms of the Notes 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 actions as may from time to time be necessary or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (with the priority set forth in andthe 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureFirst Lien Credit Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 GrantorGrantor 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 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 undertakes and shall be responsible (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 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) 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 (in each case, to the 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 Notes Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary or and reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 Loan Documents) 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureCredit Agreement. Any financing statement filed by any Grantor on behalf of the Notes Collateral Agent 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 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 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 jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) 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 Trademarks, Copyrights and Copyrights (in each case, to the extent constituting Collateral) Exclusive Copyright Licenses and naming such Grantor as debtor and the Notes Collateral 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 Notes Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary or otherwise reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, 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 (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 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 expenses relating to its Collateral in accordance with and subject to the limitations under Sections 7.07 and 12.07(uSection 9.03(a) of the IndentureTerm Loan Agreement. Any financing statement filed by the Agent may be filed in any Grantor on behalf of the Notes Collateral Agent 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 (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 Grantorcase 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 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 undertakes and shall be responsible (i) authorizes the Collateral Agent (or its designee) 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 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 AgreementAgreement 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 (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, and (ii) subject to the terms of the Notes Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions, in each case actions as may from time to time be necessary required under applicable law or be reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral Agent (and its designee) 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 (with priority described in and, 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 and subject to the limitations under Sections 7.07 and 12.07(uSection 13.5(a) of the IndentureCredit Agreement. Any financing statement filed by any Grantor on behalf of the Notes Collateral Agent (or its designee) 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.