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

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of financing, statements, agreements instruments or the Intercreditor Agreement and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsUCC Financing Statements or other appropriate filings, agreements, instruments and other documents necessary to perfect the security interest granted by it to recordings or registrations containing a description of the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged SecuritiesUCC Financing Statements identified on SCHEDULE II hereto) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing will be timely filed in each governmental, municipal or other office specified in Schedule 7 the United States (or any political subdivision thereof) as is necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and no further or subsequent filing, refiling, recording, rerecording, registration or re-registration is necessary in any such jurisdiction, except as provided under applicable Law with respect to the Perfection Certificatefiling of continuation statements or as a result of any change in a Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the UCC, filings previously made have become misleading or ineffective in whole or in part. Each Pledgor Grantor agrees that that, at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected security interest having the priority set forth in the Intercreditor Agreement and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions with respect to Permitted Liens), and (ii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUSPTO and the USCO) wherever required by applicable Law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) hereunder, as a perfected First Priority security interest subject only against third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a the security interest cannot may be perfected by taking such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Liens), (ii) such Grantor shall furnish to the Agent from time to time such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the ABL Collateral Agent in order the ABL Priority Collateral as provided herein) and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Agent hereunder, as against the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 7 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall (subject to the final sentence of this Section 3.3) defend such security interest against the claims and demands of all applicable actions under persons, (ii) such Pledgor shall furnish to the UCC Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail, and (includingiii) at any time and from time to time, without limitationupon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as may have been reasonably requested provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Nothing in this Agreement prevents any Pledgor from discontinuing the operation or maintenance of any of its assets or properties if such Pledgor determines in good faith that such discontinuance is immaterial in the conduct of its business to the extent permitted by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCredit Agreement.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (ii) unless constituting an Excluded Perfection Action, at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (1) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (2) except in the case of ULC Shares, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by this Agreement applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral (as provided herein and to preserve the other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC rights and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent that a security interest cannot therein may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery filing a financing statement or filing of financingthe Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and Trademark Office) are listed on Schedule 1 hereto. All such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a valid, enforceable, perfected first priority security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Collateral Liens) in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsfilings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings described on Schedule II hereto have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule 7 to II and have been filed in accordance with a letter agreement previously executed by the Perfection CertificatePledgors, authorizing such pre-filing, or shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) hereunder, as a perfected First Priority security interest subject only against third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 7 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under Persons, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Collateral Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect the Pledged Collateral. Each Pledgor hereby authorizes the Collateral Agent to file any such security interest under financing or continuation statement or other document without the local laws of the jurisdiction of the issuer signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Securities) Collateral as a perfected First Priority security interest subject only to Permitted Collateral Liens“all assets in which the Pledgor now owns or hereafter acquires rights.”

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all The UCC financing statements, agreements, instruments and other documents necessary to perfect statements (including fixture filings) prepared by the security interest granted by it Collateral Agent based upon the information provided to the Collateral Agent in respect of the Pledged Collateral Perfection Certificate for filing (other than uncertificated Pledged Securities in and which a security interest cannot be perfected by taking all applicable actions under UCC financing statements the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may Pledgors have been reasonably requested by the Collateral Agent in order given an opportunity to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securitiesreview prior to filing) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 of this Agreement (or specified by notice from the applicable Pledgor to the Perfection CertificateCollateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), and the filings required to be made pursuant to the last sentence of this Section 3.3 in the United States Patent and Trademark Office or United States Copyright Office in order to perfect the security interest in Pledged Collateral consisting of Patents, Trademarks and Copyrights, are all the filings, recordings and registrations necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all Pledged Collateral in which a security interest may be perfected by such filings, recordings or registrations. Each Pledgor represents and warrants that, as of the Closing Date, an appropriate Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement, as applicable, containing a description of all Intellectual Property Collateral consisting of Patents (and Patents for which applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) or registered Copyrights (and Copyrights for which registration applications are pending), as applicable, have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office or United States Copyright Office. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority first priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions (including, without limitation, reports in connection with the delivery or filing of financing, statements, agreements instruments or other documents) Pledged Collateral as may have been reasonably requested by the Collateral Agent may reasonably request, all in order reasonable detail and (iii) at any time and from time to perfect time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Collateral Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted preserve the other rights and interests granted to the Collateral LiensAgent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 5 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection CertificateCertificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking (subject to Permitted Liens) and shall defend such security interest against the claims and demands of all applicable actions under Persons, (ii) such Pledgor shall furnish to the UCC Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, the delivery United States Patent and Trademark Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Liens) and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Each Pledgor hereby authorizes the Administrative Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of financing, statements, agreements instruments a financing statement describing the Pledged Collateral as “all assets” or other documents) as may have been reasonably requested by “all assets in which the Collateral Agent in order Pledgor now owns or hereafter acquires rights” or words to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensthat effect.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected second priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Liens permitted under the UCC Second Lien Term Loan Agreement, (ii) such Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Administrative Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, second priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions filing under the UCC UCC, and such other actions (including, without limitation, the delivery or filing of financing, financing statements, agreements agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the any issuer of such Pledged Securities) , have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Encumbrances (other than any Pledged Collateral Liensthe cost of which the Collateral Agent reasonably determines, in its sole discretion, outweighs the benefit of obtaining such perfection).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions filing under the UCC UCC, and such other actions (including, without limitation, the delivery or filing of financing, financing statements, agreements agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such any Pledged Securities) , have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Encumbrances (other than any Pledged Collateral Liensthe cost of which the Collateral Agent reasonably determines, in its sole discretion, outweighs the benefit of obtaining such perfection).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated to the extent such Pledged Securities in which a security interest cannot Collateral may be perfected under Applicable Law by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securitiesfiling) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably requested satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by the Collateral Agent in order law to perfect (to the extent such Pledged Collateral may be so perfected under Applicable Law), continue and maintain a valid, enforceable, first priority security interest under in the local laws Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the jurisdiction of the issuer value of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensIntellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsfilings, agreements, instruments registrations and other documents recordings necessary to create and perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsfilings, agreements, instruments registrations and other documents recordings necessary to create and perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the PPSA (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Deposit Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the delivery United States Patent and Trademark Office or filing of financingany similar office in Canada) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor The Obligor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it the Obligor to the Collateral Agent (for the benefit of the Secured Creditors) pursuant to this security agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities are listed in which a security interest cannot be perfected by taking Schedule 7 annexed to the Perfection Certificate. The Obligor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate and, with the exception of the filings in the Canadian Intellectual Property Office, have been filed, registered and recorded. Each Pledgor The Obligor agrees that at the sole cost and expense of the PledgorsObligor, such Pledgor (i) the Obligor will maintain the security interest created by this Agreement security agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under Persons, (ii) the UCC Obligor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other actions reports in connection with the Collateral as the Collateral Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, the Obligor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this security agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the security agreement) under the PPSA in effect in any jurisdiction with respect to the security interest created hereby and, to the extent required by the Collateral Agent, the execution and delivery of Deposit Account Control Agreements and Securities Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the delivery or filing of financingCanadian Intellectual Property Office) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect the Collateral. The Obligor hereby authorizes the Collateral Agent to file any such security interest under financing or financing change statement or other document without the local laws signature of the jurisdiction Obligor where permitted by law, including the filing of a financing statement describing the issuer of such Pledged Securities) Collateral as a perfected First Priority security interest subject only to Permitted Collateral Liens“all personal property in which the Obligor now owns or hereafter acquires rights.”

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Subject to Section 3.4, each Pledgor represents and warrants that all financing statementsfilings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot shall be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateCertificate no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a valid, enforceable, perfected first priority security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral as provided herein and to use commercially reasonable efforts to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary under any applicable Legal Requirements in the United States to perfect the security interest granted by it each Pledgor to the Noteholder Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under are listed on Schedule 7 to the UCC Perfection Certificate. All such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Noteholder Collateral Agent in completed and, to the extent necessary necessary, advisable or appropriateprudent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons, (ii) such Pledgor shall furnish to the Noteholder Collateral Agent from time to time statements and schedules further identifying and describing the Collateral as required by Section 3.7 or by the applicable provisions of Legal Requirements in the United States, and such other than uncertificated Pledged Securities reports in which connection with the Collateral as the Noteholder Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Noteholder Collateral Agent, such Pledgor shall promptly (and in any event within ten Business Days (or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Noteholder Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction in the United States or as otherwise required by Section 3.7, with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Noteholder Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable under applicable Legal Requirements in the United States or as otherwise required by Section 3.7 to perfect (to the extent a security interest cannot in such Collateral may be so perfected under applicable Legal Requirements in the United States or as otherwise required by taking all applicable actions under Section 3.7), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens and the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsIntercreditor Agreement) as may have been reasonably requested by in the Collateral as provided herein and to preserve the other rights and interests granted to the Noteholder Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that that, at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected, continuing security interest cannot be perfected by taking all therein (subject to any applicable actions under the UCC provisions set forth in this Agreement with respect to limitations on perfections of Liens on Pledged Collateral and such other actions to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) at any time and from time to time, upon the delivery written request of Collateral Agent, such Pledgor shall promptly and, to the extent necessary or appropriate, duly execute and deliver such further financing statements, assignments, instruments and documents and take such further action as Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of financing, statements, agreements instruments any financing or continuation statement under the Uniform Commercial Code (or other documentssimilar laws) as may have been in effect in any United States jurisdiction with respect to the security interest created hereby, all in form reasonably requested by the satisfactory to Collateral Agent and in order such United States offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect such perfect, continue and maintain a valid, enforceable, first priority security interest under in the local laws of Pledged Collateral as provided herein and to preserve the jurisdiction of other rights and interests granted to Collateral Agent hereunder, as against third parties, with respect to the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens.Collateral. LA\3881692.2

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in all of the Collateral as of the date hereof in favor of the Agent, for filing the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in each governmental, municipal or other office specified in Schedule 7 accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to the Perfection Certificatepurchase any Collateral from such Grantor. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected security interest having the priority required by the Credit Agreement and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances and subject to the rights of the Grantors to dispose of the Collateral to the extent permitted under the Loan Documents), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such (or other actions (includingapplicable Laws) and, without limitationto the extent applicable, the execution and delivery or filing of financingControl Agreements, statements, agreements instruments or other documents) all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe filings, agreementsregistrations and recordings necessary and appropriate in the United States to create, instruments preserve, protect and other documents necessary to perfect the security interest granted by it each such Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities are listed in which a security interest cannot be perfected by taking Schedule 1.04 to the Perfection Certificate. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule 7 1.04 to the Perfection Certificate. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will take such actions as are necessary to maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest and, subject to Permitted Encumbrances, shall take such commercially reasonable actions as are necessary to defend such security interest against the claims and demands of all Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than uncertificated Pledged Securities in which a with respect to Permitted Encumbrances), with respect to the Collateral; provided, however, that no Grantor shall be required to make any filings or take any other action to create, record or perfect the Collateral Agent’s security interest cannot be perfected on any Collateral outside of the United States or enter into security or pledge agreements governed by taking all applicable actions under laws other than the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction United States, any state thereof or the District of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensColumbia.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 II, in each case to the Perfection Certificateextent the Collateral consists of the type of property in which a security interest may be perfected by filing such financing statement under the UCC as enacted in any relevant jurisdiction or by filing any applicable intellectual property filing in the United States Patent and Trademark Office or in the United States Copyright Office. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required under the Loan Documents, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all the only UCC-1 financing statements, agreements, instruments statements and other documents intellectual property filings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery financing statement or intellectual property filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to can perfect such security interest under the local laws of the jurisdiction of the issuer of interest) are listed on Schedule 1 hereto. All such Pledged Securities) have been delivered to the Collateral Agent in UCC-1 financing statements and intellectual property filings are completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will take all action that is necessary so as to at all times maintain the security interest created by this Agreement in the Pledged Collateral of such Pledgor as a valid, enforceable, perfected Second Priority security interest (subject to the requirements of this Agreement), and shall defend such security interest against the claims and demands of all persons (other than uncertificated the holders of such Permitted Liens that are expressly permitted hereunder to be senior in relative lien priority to the Liens of the Collateral Agent), (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Securities Collateral and such other reports in which connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written reasonable request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest cannot in such Pledged Collateral may be so perfected by taking all under applicable actions under Legal Requirements), continue and maintain a valid, enforceable, Second Priority security interest, in the UCC Pledged Collateral as provided (and such other actions (including, without limitation, to the delivery or filing of financing, statements, agreements instruments or other documentsextent required) as may have been reasonably requested by herein and to preserve the Second Priority Liens and related rights and interests granted to the Collateral Agent in order to perfect such hereunder, as against third parties claiming a prior security interest under in the local laws Pledged Collateral (other than the holders of such Permitted Liens that are expressly permitted hereunder to be senior in relative lien priority to the Liens of the jurisdiction of Collateral Agent), with respect to the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent Lender (for its own benefit and the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking except with respect to Copyrights). Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) subject to SECTION 2.3(d) with respect to Copyrights, such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Lender may reasonably request, all applicable actions in reasonable detail and (iii) subject to SECTION 2.3(d) with respect to Copyrights at any time and from time to time, upon the written request of the Lender, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Lender and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral Agent in order as provided herein and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Lender hereunder, as against the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate2 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions (including, without limitation, reports in connection with the delivery or filing of financing, statements, agreements instruments or other documents) Pledged Collateral as may have been reasonably requested by the Collateral Agent may reasonably request, all in order reasonable detail and (iii) at any time and from time to perfect time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest under created hereby, all in form reasonably satisfactory to the local laws of the jurisdiction of the issuer of such Pledged Securities) as Collateral Agent to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted preserve the other rights and interests granted to the Collateral LiensAgent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Agent and the other Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that that, at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all as of the date hereof the only UCC-1 financing statements, agreements, instruments statements and other documents Collateral Vessel Mortgage filings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery financing statement or Collateral Vessel Mortgage filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to can perfect such security interest under the local laws interest) are listed on Schedule 6 and Schedule 13 of the jurisdiction of the issuer of Perfection Certificate, as applicable. All such Pledged Securities) UCC-1 financing statements and Collateral Vessel Mortgage filings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to 6 and Schedule 13 of the Perfection Certificate, as applicable. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) security interest (subject to Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all persons (other than uncertificated Pledged Securities the holders of such Permitted Liens) and (ii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (w) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in which effect in any jurisdiction in the United States with respect to the security interest created hereby, (x) the filing of Collateral Vessel Mortgages with the National Vessel Documentation Center, (y) the execution and delivery of Control Agreements with respect to Controlled Accounts (and, with respect to any such accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest cannot be perfected by taking in such accounts and assets credited thereto), all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been in form reasonably requested by satisfactory to the Collateral Agent and (z) filings in order the United States Patent and Trademark Office and the United States Copyright Office with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensissued, registered or applied for Material IP Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all as of the date hereof the only UCC-1 financing statements, agreements, instruments statements and other documents Collateral Vessel Mortgage filings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery financing statement or Collateral Vessel Mortgage filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to can perfect such security interest under the local laws interest) are listed on Schedule 6 and Schedule13 of the jurisdiction of the issuer of Perfection Certificate, as applicable. All such Pledged Securities) UCC-1 financing statements and Collateral Vessel Mortgage filings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to 6 and Schedule 13 of the Perfection Certificate, as applicable. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a valid, enforceable, perfected First Priority security interest (subject only to Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all persons (other than the holders of such Permitted Liens) and (ii) at any time and from time to time, upon the written request of the Collateral LiensAgent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (w) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interest created hereby, (x) the filing of Collateral Vessel Mortgages with the National Vessel Documentation Center, (y) the execution and delivery of Control Agreements with respect to Controlled Accounts (and, with respect to any such accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest in such accounts and assets credited thereto), all in form reasonably satisfactory to the Collateral Agent and (z) filings in the United States Patent and Trademark Office and the United States Copyright Office with respect to issued, registered or applied for Material IP Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority first priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected Junior Priority security interest cannot be perfected by taking and, upon the reasonable request of the Trustee, shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Trustee may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Trustee, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Trustee and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First valid, enforceable, Junior Priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Trustee hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Pledgor represents and warrants that all as of the date hereof the only UCC-1 financing statements, agreements, instruments and other documents statement necessary to perfect the security interest granted by it the Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to financing statement can perfect such security interest under the local laws interest) is listed on Schedule 6 of the jurisdiction of the issuer of such Pledged Securities) have Perfection Certificate. Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to 6 of the Perfection Certificate. Each The Pledgor agrees that at the sole cost and expense of the PledgorsPledgor, such (i) the Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) security interest (subject to Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions the holders of such Permitted Liens) and (ii) at any time and from time to time, upon the written request of the Collateral Agent, the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction in the United States with respect to the security interest created hereby, all in form reasonably requested by satisfactory to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensAgent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances which by operation of Law or the Intercreditor Agreement or any customary intercreditor agreement would have priority to the Liens securing the Obligations), municipal or other office specified as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule 7 III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Pledgor Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor will maintain and without limiting any of the security interest created by other provisions of this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the delivery written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the UCC (or other documentsapplicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements on Blocked Accounts and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office, all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it Grantor to the Collateral Agent (for the benefit of the Canadian Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions under Control or by the UCC and such other actions (including, without limitation, the delivery or filing of financinga PPSA financing statement are listed on Schedule II hereto. Grantor represents and warrants that all such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantor, such Pledgor (i) Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest (subject only to Permitted Encumbrances having priority by operation of applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral Liensand such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the PPSA (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent hereunder, as against Grantor and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal or other office specified as collateral security for the Obligations, enforceable in Schedule accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 to of the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office. Each Pledgor Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable KE 70621582.17 in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor will maintain and without limiting any of the security interest created by other provisions of this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the delivery written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the UCC (or other documentsapplicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal or other office specified as collateral security for the Obligations, enforceable in Schedule accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral that is subject to Article 9 of the UCC, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 of the Perfection Certificate that is subject to Article 9 of the UCC, to the Perfection Certificateextent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office. Each Pledgor Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the KE 81221769.9 US-DOCS\127475406.10 entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Subject to SECTION 4.3(b), each Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor will maintain and without limiting any of the security interest created by other provisions of this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the delivery written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including (a) the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the UCC (or other documentsapplicable Laws), (b) to the extent applicable, the execution and delivery of Control Agreements and endorsements and (c) to the extent applicable, the execution and delivery of intellectual property security agreements or similar instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c)(ii), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule I hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. I. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest (except for Permitted Liens) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Liens), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other Applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by Applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances which, municipal by operation of Law, the ABL Intercreditor Agreement or other office specified any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule 7 III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Pledgor Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor will maintain and without limiting any of the security interest created by other provisions of this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the delivery written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the UCC (or other documentsapplicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office, all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 5 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection CertificateCertificate and either have been filed prior to the date hereof or shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect shall defend such security interest under against the local laws claims and demands of all Persons, provided, however, that, prior to the payment in full of the jurisdiction Term Loan Indebtedness and the termination of the issuer Term Loan Documents, the security interest created by this Agreement in that portion of such the Pledged Securities) Collateral constituting Term Loan Priority Collateral shall be maintained as a perfected First Priority second priority security interest subject only junior to Permitted Collateral Liens.the security interest of the Term Loan Administrative Agent,

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot and shall defend such security interest against the claims and demands of all persons except Permitted Collateral Liens, which are permitted to be perfected prior to the Liens created by taking all applicable actions this Agreement and (ii) at any time and from time to time the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as necessary for the purpose of obtaining the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions Uniform Commercial Code (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain a valid, enforceable, security interest in the Collateral as may have been reasonably requested by provided herein and to preserve the other rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Pledgor represents and warrants that all as of the date hereof the only UCC-1 financing statements, agreements, instruments and other documents statement necessary to perfect the security interest granted by it the Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to financing statement can perfect such security interest under the local laws interest) is listed on Schedule 6 of the jurisdiction of the issuer of such Pledged Securities) have Perfection Certificate. Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to 6 of the Perfection Certificate. Each The Pledgor agrees that at the sole cost and expense of the PledgorsPledgor, such (i) the Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest (subject to Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions the holders of such Permitted Liens) and (ii) at any time and from time to time, upon the written request of the Collateral Agent, the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction in the United States with respect to the security interest created hereby, all in form reasonably requested by satisfactory to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensAgent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and reasonable expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to Liens in favor of the ABL Agent having the priority set forth in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions with respect to Permitted Encumbrances), and (ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral Agent as provided herein, and being subject to Liens in order to perfect such security interest under the local laws favor of the jurisdiction of ABL Agent having the issuer of such Pledged Securities) priority set forth in the Intercreditor Agreement, and to preserve the other rights and interests granted to the Agent hereunder, as a perfected First Priority security interest subject only against the Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by Pledgor to the Secured Party pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule B hereto. Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent Secured Party in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to B hereto and shall be filed, registered and recorded immediately after the Perfection Certificatedate thereof. Each Pledgor agrees that agrees, at the sole cost and expense of the PledgorsPledgor, such Pledgor will to: (i) maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions Persons, (ii) furnish to the Secured Party from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Secured Party may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Secured Party, execute and deliver, and have recorded, such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) created hereby. REPRESENTATIONS, WARRANTIES AND COVENANTS Pledgor represents, warrants and covenants as a perfected First Priority security interest subject only to Permitted Collateral Liens.follows:

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to |US-DOCS\118204566.6|| this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 II, in each case to the Perfection Certificateextent the Collateral consists of the type of property in which a security interest may be perfected by filing such financing statement under the UCC as enacted in any relevant jurisdiction or by filing any applicable intellectual property filing in the United States Patent and Trademark Office or in the United States Copyright Office. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required under the Loan Documents, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted hereunder by it to the Collateral Agent in respect of the Pledged Collateral (including, without limitation, As-Extracted Collateral) (other than uncertificated Pledged Securities Collateral in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged SecuritiesUCC) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor Pledgor, except as otherwise expressly permitted by the Credit Agreement or other provisions hereof, will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected, first-priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably requested by satisfactory to the Collateral Agent and in order such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect such perfect, continue and maintain a valid, enforceable, first-priority security interest under in the local laws of Pledged Collateral as provided herein and to preserve the jurisdiction of other rights and interests granted to the issuer of such Collateral Agent hereunder, as against third parties, with respect to the Pledged Securities) as a perfected First Priority security interest Collateral subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a the security interest cannot may be perfected by taking such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest subject to no liens other than Permitted Encumbrances and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority under applicable Law and the Liens of financing, statements, agreements instruments or the Pari Term Debt Agents (as defined in the Intercreditor Agreement) in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

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

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Liens permitted under the UCC Second Lien Term Loan Agreement, (ii) such Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Administrative Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent that a security interest cannot therein may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery filing a financing statement or filing of financingthe Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and Trademark Office) are listed on Schedule 1 hereto. All such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other than uncertificated reports in connection with the Pledged Securities Collateral as the Collateral Agent may reasonably request, all in which reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest cannot in such Pledged Collateral may be so perfected by taking all under applicable actions under Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the UCC Pledged Collateral as provided herein and such to preserve the other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Borrower represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Borrower to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of date hereof are listed on Schedule 2.18 hereto. Each Borrower represents and warrants that all such Pledged Securities) filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate2.18. Each Pledgor Borrower agrees that at the sole cost and expense of the PledgorsBorrowers, (i) such Borrower shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (ii) at any time and from time to time, upon the written request of the Agent, such Pledgor will maintain Borrower shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Code (or other applicable laws) in effect in any jurisdiction with respect to the security interest created by this Agreement hereby and the execution and delivery of control agreements as provided hereunder, all in form reasonably satisfactory to the Pledged Collateral (other than uncertificated Pledged Securities Agent and in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, security interest in the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest (subject only to Permitted Collateral LiensEncumbrances) as provided herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Borrowers and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject in priority only to those Permitted Liens having priority under applicable law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which with respect to Permitted Liens), (ii) such Grantor shall, within the time period for delivery of the annual financial statements under Subsection 7.1(a) of the Credit Agreement, furnish to the Collateral Agent a security interest cannot be perfected by taking all applicable actions supplement to the Perfection Certificate setting forth any additions or changes thereto since the later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Liens having priority under applicable law or filing otherwise permitted to have priority pursuant to the terms of financing, statements, agreements instruments or the Credit Agreement) in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral; provided that, notwithstanding any other provision of this Security Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect under the laws of any such non-U.S. jurisdiction any security interests (or other Liens) in any Collateral or (y) file any fixture filing with respect to any security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only in Fixtures affixed to Permitted Collateral Liensor attached to any real property constituting Excluded Property.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (includingon said Schedule, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal or other office specified as collateral security for the Obligations, enforceable in Schedule accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 to of the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office. Each Pledgor Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor will maintain and without limiting any of the security interest created by other provisions of this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the delivery written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the UCC (or other documentsapplicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices as the Agent may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe filings, agreementsregistrations and recordings necessary and appropriate in the United States to create, instruments preserve, protect and other documents necessary to perfect the security interest granted by it each such Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities are listed in which a security interest cannot be perfected by taking Schedule 1.04 to the Perfection Certificate. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule 7 1.04 to the Perfection Certificate. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will take such actions as are necessary to maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest and, subject to Permitted Encumbrances, shall take such commercially reasonable actions as are necessary to defend such security interest against the claims and demands of all Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements and/or Securities Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than uncertificated Pledged Securities in which a with respect to Permitted Encumbrances), with respect to the Collateral; provided, however, that no Grantor shall be required to make any filings or take any other action to create, record or perfect the Collateral Agent’s security interest cannot be perfected on any Collateral outside of the United States or enter into security or pledge agreements governed by taking all applicable actions under laws other than the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction United States, any state thereof or the District of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensColumbia.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which with respect to Permitted Encumbrances), (ii) such Grantor shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Collateral Agent a security interest cannot be perfected by taking all applicable actions supplement to the Perfection Certificate setting forth any additions or changes thereto since the later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or filing otherwise permitted to have priority pursuant to the terms of financing, statements, agreements instruments or the Credit Agreement) in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral; provided that, notwithstanding any other provision of this Security Agreement or any other Loan Document, neither the Lead Borrower nor any Grantor will be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect under the laws of any such non-U.S. jurisdiction any security interests (or other Liens) in any Collateral, or (y) file any fixture filing with respect to any security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only in Fixtures affixed to Permitted Collateral Liensor attached to any real property constituting Excluded Property.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot on the date hereof are listed on Schedule 1 hereto. All such filings, registrations and recordings will be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested made by the Collateral Agent in order to perfect such security interest under Pledgors no later than 10 days after the local laws date of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing this Agreement in each applicable governmental, municipal or other office specified in Schedule 7 1 hereto and copies of the filings delivered promptly to the Perfection CertificateCollateral Agent. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (as a valid, enforceable, perfected security interest subject to no Liens other than uncertificated Permitted Liens and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Securities Collateral and such other reports in which connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, similar to that provided to the Senior Credit Facility Agent) and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest cannot in such Pledged Collateral may be so perfected by taking all under applicable actions under Legal Requirements), continue and maintain a valid, enforceable, perfected security interest subject to no Liens other than Permitted Liens in the UCC Pledged Collateral as provided herein and such to preserve the other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor The Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it the Grantor to the Collateral Agent Lender (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule I hereto. The Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor I. The Grantor agrees that at the sole cost and expense of the PledgorsGrantor, such Pledgor (i) the Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) the Grantor shall furnish to the Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Lender may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Lender, the Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Lender and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral Agent in order as provided herein and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Lender hereunder, as against the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantor and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II to the Security Agreement Disclosure Letter. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 II to the Perfection CertificateSecurity Agreement Disclosure Letter. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking all applicable actions connection with the Collateral as the Agent may reasonably request, and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements and Collateral Access Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Agent and the other Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent Trustee in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent Trustee in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in the filing offices set forth opposite such Pledgor's name on Schedule 7 3.20 annexed to the Perfection CertificateCredit Agreement. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot to the extent such priority and perfection may be perfected by taking legally obtained and maintained and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Collateral Trustee may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Collateral Trustee, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents under the Uniform Commercial Code (or other documentssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Trustee and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein to the extent such perfection and priority may have been reasonably requested be achieved by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer filing of such documents and to preserve the other rights and interests granted to the Collateral Trustee hereunder, as against third parties, with respect to the Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent that a security interest cannot therein may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery filing a financing statement or filing of financingthe Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and Trademark Office) are listed on Schedule 1 hereto. All such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary necessary, advisable or appropriateprudent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a valid and enforceable perfected first priority security interest cannot be perfected by taking (subject to Permitted Liens) and shall defend such security interest against the claims and demands of all applicable actions under Persons, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other actions reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Collateral Agent, the delivery such Pledgor shall promptly (and in any event within five Business Days or filing of financing, statements, agreements instruments or other documents) such longer period as may have been reasonably requested be agreed to in writing by the Collateral Agent in order its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect such (to the extent a security interest in such Collateral may be so perfected under the local laws of the jurisdiction of the issuer of such Pledged Securities) as applicable Legal Requirements), continue and maintain a perfected First Priority valid, enforceable, first priority security interest (subject only to Permitted Liens) in the Collateral Liensas provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (except for Permitted Encumbrances) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule 5 annexed to the Perfection Certificate. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection CertificateCertificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot and shall defend such security interest against the claims and demands of all Persons, provided, however, that, prior to the payment in full of the Term Loan Indebtedness and the termination of the Term Loan Documents, the security interest created by this Agreement in that portion of the Pledged Collateral constituting Term Loan Priority Collateral shall be maintained as a perfected by taking all applicable actions under second priority security interest junior to the UCC security interest of the Term Loan Administrative Agent, (ii) such Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may deem reasonably necessary, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office) wherever required by law to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such enforceable, first priority security interest under in the local laws Pledged Collateral, as provided herein, and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral; provided, however, that, prior to the payment in full of the jurisdiction Term Loan Indebtedness and the termination of the issuer Term Loan Documents, the security interest created by this Agreement in that portion of such the Pledged Securities) Collateral constituting Term Loan Priority Collateral shall be maintained as a perfected First Priority second priority security interest subject only junior to Permitted the security interest of the Term Loan Administrative Agent. Each Pledgor hereby authorizes the Administrative Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral Liensas “all assets” or “all assets in which the Pledgor now owns or hereafter acquires rights” or words to that effect.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated to the extent such Pledged Securities in which a security interest cannot Collateral may be perfected under Applicable Law by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securitiesfiling) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably requested satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by the Collateral Agent in order law to perfect (to the extent such Pledged Collateral may be so perfected under Applicable Law), continue and maintain a valid, enforceable, first priority security interest under in the local laws Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the jurisdiction of the issuer value of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensIntellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent Secured Party on the date hereof in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financinga UCC financing statement are listed on Schedule 3.1 to this Agreement. All such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent Secured Party in completed and, to the extent necessary or appropriateadvisable, duly executed form for filing in each applicable governmental, municipal or other office specified on Schedule 3.1 to this Agreement and Pledgors shall file, register or record such documents in Schedule 7 to the Perfection Certificateapplicable office. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid and enforceable perfected first priority security interest, except as expressly permitted by the terms of this Security Agreement or the Loan Agreement, and shall defend such security interest against the claims and demands of all Persons, (ii) such Pledgor shall furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral as the Secured Party may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Secured Party, such Pledgor shall promptly (and in any event within 10 days) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements and amendments thereof, continuation statements and other than uncertificated Pledged Securities documents (including this Agreement) under the UCC (or other similar laws) in which effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable under applicable Legal Requirements to perfect (to the extent a security interest cannot in such Collateral may be so perfected by taking all under applicable actions under the UCC Legal Requirements), continue and such other actions (includingmaintain a valid, without limitationenforceable, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by first priority security interest in the Collateral Agent in order as provided herein and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Secured Party hereunder, as against third parties, with respect to the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest (that can be perfected by filing a UCC financing statement or filing with the United States Patent and Trademark office or United States Copyright Office) granted by each Grantor to the Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule III hereto. Each Grantor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateIII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain cooperate with the Agent’s reasonable requests to assist the Agent in maintaining the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions with respect to Permitted Encumbrances) and (ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements (as required by the Credit Agreement), all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest provided herein (subject only to Permitted Collateral LiensEncumbrances having priority under applicable Law) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under on the UCC date hereof are listed on Schedule 1 hereto. All such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a valid, enforceable, perfected first priority security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Collateral Liens) in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Trustee (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule B hereto. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent Trustee in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to B hereto and shall be filed, registered and recorded immediately after the Perfection Certificatedate thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions Persons, (ii) such Pledgor will furnish to the Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Trustee may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Trustee, such Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Lienscreated hereby.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor (a). Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it Grantor to the Administrative Agent (for the benefit of the Credit Parties) pursuant to this Related Real Estate Collateral Agent Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities are listed in which a security interest cannot be perfected by taking Schedule 3.1 hereto. Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate3.1 hereto. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantor, such Pledgor (a) Grantor will maintain the security interest created by this Related Real Estate Collateral Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to Permitted Encumbrances having priority by operation of law) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (b) Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Administrative Agent may reasonably request, all applicable actions in reasonable detail and (c) at any time and from time to time, upon the written request of the Administrative Agent, Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Related Real Estate Collateral Security Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsapplicable Law) in effect in any jurisdiction with respect to the security interest created hereby wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law) as may have been reasonably requested by provided herein and to preserve the Collateral other rights and interests granted to the Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) hereunder, as a perfected First Priority security interest subject only against Grantor and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor Grantor hereby represents and warrants to the Collateral Trustee that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it the Grantors to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order Trustee pursuant to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified this Security Agreement are listed in Schedule 7 to the Perfection CertificateVI annexed hereto. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, such Pledgor (i) each Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected security interest cannot be perfected by taking having at least the priority required hereunder and shall defend such security interest against the claims and demands of all applicable actions Persons, (ii) each Grantor will furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request in writing, all in reasonable detail and (iii) at any time and from time to time, each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as necessary or reasonably advisable for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of control agreements in form and substance reasonably requested by satisfactory to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensTrustee.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (Collateral, other than uncertificated Pledged Securities Fixtures located in which a security interest cannot be perfected by taking stores, are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will take all actions reasonably requested by Agent to maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest, subject only to Permitted Encumbrances under and as defined in the Notes, and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) without limiting the foregoing, upon Agent’s request therefor, such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, second priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection Certificate; provided, however, that the subsequent recordation of one or more of the documents attached hereto as Exhibit 6, 7 or 8 may be necessary to perfect the security interest in any issued registrations and applications for other U.S. Copyrights, Patents or Trademarks that are acquired by any of the Pledgors after the date of the Security Agreement and additional filings and/or other actions may be necessary to perfect the Collateral Agent's security interest in any Copyrights, Patents or Trademarks that are created under the laws of jurisdictions outside the United States. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest (subject only to Permitted Collateral Liens) to the extent such priority and perfection may be legally obtained and maintained and shall defend such security interest against the claims and demands of all persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail, and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever reasonably required by law to perfect, continue and maintain a valid, enforceable, First Priority security interest in the Pledged Collateral (subject to Permitted Collateral Liens) as provided herein to the extent such perfection and priority may be achieved by the filing of such documents and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other actions (including, without limitation, reports in connection with the delivery or filing of financing, statements, agreements instruments or other documents) Pledged Collateral as may have been reasonably requested by the Collateral Agent may reasonably request, all in order reasonable detail and (iii) at any time and from time to perfect time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Collateral Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted preserve the other rights and interests granted to the Collateral LiensAgent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent that a security interest cannot therein may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery filing a financing statement or filing of financingthis Agreement or a short form thereof with the United States Copyright Office or the United States Patent and Trademark Office) are listed on Schedule 1 hereto. All such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other than uncertificated reports in connection with the Pledged Securities Collateral as the Collateral Agent may reasonably request, all in which reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements and amendments thereof, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, the Copyright Security Agreements, the Trademark Security Agreements and the Patent Security Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest cannot in such Pledged Collateral may be so perfected by taking all under applicable actions under Legal Requirements), continue and maintain a valid, enforceable and perfected first priority security interest (subject to Permitted Liens) in the UCC Pledged Collateral as provided herein and such to preserve the other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order hereunder, as against third parties, with respect to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected third priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions persons except Liens permitted under the UCC Third Lien Term Loan Agreement, (ii) such Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Administrative Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, third priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby, all in form reasonably satisfactory to the local laws of Agent and in such offices (including the jurisdiction of United States Patent and Trademark Office and the issuer of such Pledged SecuritiesUnited States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it Grantor to the Collateral Agent (for the benefit of the Canadian Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions under Control or by the UCC and such other actions (including, without limitation, the delivery or filing of financinga PPSA financing statement are listed on Schedule I hereto. Grantor represents and warrants that all such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor I. Grantor agrees that at the sole cost and expense of the PledgorsGrantor, such Pledgor (i) Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest (subject only to Permitted Encumbrances having priority by operation of applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral Liensand such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the PPSA (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent hereunder, as against Grantor and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents The only filings, registrations and warrants that all financing statements, agreements, instruments and other documents recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by it each Pledgor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under are the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent financing statements listed in order to perfect such security interest under the local laws Schedule 7 of the jurisdiction of the issuer of Perfection Certificate. All such Pledged Securities) filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to of the Perfection CertificateCertificate and shall be filed, registered and recorded immediately after the date thereof. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected security interest cannot be perfected to the extent required by taking the Credit Documents having at least the priority required under the Credit Documents and shall defend such security interest against the claims and demands of all applicable actions Persons, (ii) such Pledgor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensControl Agreements.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Agreement in respect of the Pledged Collateral in which the security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions are listed on Schedule I hereto. Each Pledgor represents and warrants that all financing statementssuch filings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. I. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) to the extent required by this Agreement or the Credit Agreement, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), and (ii) to the extent required by this Agreement or the Credit Agreement, at any time and from time to time, upon the written request of the Collateral LiensAgent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices wherever required by applicable Law to perfect, continue and maintain a valid, enforceable, first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than with respect to Permitted Encumbrances), with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Pledgor represents and warrants that all as of the date hereof the only UCC-1 financing statements, agreements, instruments and other documents statement necessary to perfect the security interest granted by it the Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to financing statement can perfect such security interest under the local laws interest) is listed on Schedule 6 of the jurisdiction of the issuer of such Pledged Securities) have Perfection Certificate. Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule 7 to 6 of the Perfection Certificate. Each The Pledgor agrees that at the sole cost and expense of the PledgorsPledgor, such (i) the Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a valid, enforceable, perfected First Priority security interest (subject only to Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all persons (other than the holders of such Permitted Liens) and (ii) at any time and from time to time, upon the written request of the Collateral LiensAgent, the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interest created hereby, all in form reasonably satisfactory to the Collateral Agent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and reasonable expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to Liens in favor of the Term Agent having the priority set forth in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions with respect to Permitted Encumbrances), and (ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral Agent as provided herein, and being subject to Liens in order to perfect such security interest under the local laws favor of the jurisdiction of Term Agent having the issuer of such Pledged Securities) priority set forth in the Intercreditor Agreement, and to preserve the other rights and interests granted to the Agent hereunder, as a perfected First Priority security interest subject only against the Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, each Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC with respect to non-U.S. and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securitiesnon-Canadian Intellectual Property Collateral) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which with respect to non-U.S. and non-Canadian Intellectual Property Collateral) as a perfected security interest cannot be perfected (subject only to Permitted Encumbrances having priority by taking operation of applicable Law and except as otherwise provided in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all applicable actions Persons (other than with respect to Permitted Encumbrances and (non-U.S. and non-Canadian Intellectual Property Collateral), (ii) except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, security interest in the Collateral (other documentsthan with respect to non-U.S. and non-Canadian Intellectual Property Collateral) as may have been reasonably requested by provided herein and to preserve the other rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral Liens(other than non-U.S. and non-Canadian Intellectual Property Collateral).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions (including, without limitation, reports in connection with the delivery or filing of financing, statements, agreements instruments or other documents) Pledged Collateral as may have been reasonably requested by the Collateral Agent may reasonably request, all in order reasonable detail and (iii) at any time and from time to perfect time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Uni- form Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Collateral Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office and equivalent foreign offices) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted preserve the other rights and interests granted to the Collateral LiensAgent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed in Schedule 3.3 hereto (other than uncertificated Pledged Securities agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Intellectual Property other than Registered Intellectual Property required in which a security interest cannot be perfected by taking the United States Patent and Trademark Office or the United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement). Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate3.3 hereto . Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (a) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to, with respect to priority, the Intercreditor Agreement and Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (b) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than uncertificated Pledged Securities agreements under 17 U.S.C. § 201(d)(2)) and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (c) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery United States Patent and Trademark Office and United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Intellectual Property other than Registered Intellectual Property required in the United States Patent and Trademark Office or filing the United States Copyright Office, except to the extent such registration is required under Section 6.4 of financing, statements, agreements instruments or other documentsthis Security Agreement) as may have been reasonably requested by provided herein and to preserve the other rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthat, agreementsas of the date hereof, instruments the only filings, registrations and other documents recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable, first priority security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims arid demands of all applicable actions persons except Liens permitted under the UCC Credit Agreement, (ii) such Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other actions reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (includingiii) at any time and from time to time, without limitationupon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the delivery Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the Lights and powers herein granted, including the filing of financing, any financing statements, agreements instruments continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other documentssimilar laws) as may have been reasonably requested by in effect in any jurisdiction with respect to the Collateral Agent in order to perfect such security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Administrative Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted Collateral Lienspreserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which with respect to Permitted Encumbrances), (ii) such Grantor shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Agent a security interest cannot be perfected by taking all applicable actions supplement to the Perfection Certificate setting forth any additions or changes thereto since the later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or filing otherwise permitted to have priority pursuant to the terms of financing, statements, agreements instruments or other documentsthe Credit Agreement) as may have been reasonably requested by in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor As of the Closing Date, each Grantor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to create, preserve and perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financinga financing statement are listed on Schedule I hereto. Each Grantor represents and warrants that all such filings, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order registrations and recordings referred to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) on Schedule I hereto have been delivered to the Collateral Agent in completed completed, and, to the extent necessary or appropriatenecessary, duly executed form form, for filing in each the governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. I. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (a) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances having priority under applicable Law), (b) if an Event of Default has occurred and is continuing, such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request in writing, all applicable actions in reasonable detail and (c) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request (or shall provide Agent with the information to take such action), including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsapplicable Laws) as may have been reasonably requested in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required by the Collateral Loan Documents, all in form reasonably satisfactory to the Agent and in order such offices wherever required by applicable Law in each case to perfect such perfect, continue and maintain a valid, enforceable, first priority security interest under in the local laws of the jurisdiction of the issuer of such Pledged Securities) Collateral as a perfected First Priority security interest provided herein (subject only to Permitted Collateral LiensEncumbrances having priority under applicable Law) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances having priority under applicable Law with respect to the Collateral).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking and shall defend such security interest against the claims and demands of all applicable actions under persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to the UCC Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other actions (including, without limitation, reports in connection with the delivery or filing of financing, statements, agreements instruments or other documents) Pledged Collateral as may have been reasonably requested by the Collateral Agent may reasonably request, all in order reasonable detail and (iii) at any time and from time to perfect time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest under created hereby and the local laws execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Collateral Agent and in such offices (including the issuer of such Pledged SecuritiesUnited States Patent and Trademark Office and the United States Copyright Office and equivalent foreign offices) as wherever required by law to perfect, continue and maintain a perfected First Priority valid, enforceable, first priority security interest subject only in the Pledged Collateral as provided herein and to Permitted preserve the other rights and interests granted to the Collateral LiensAgent hereunder, as against third parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents filings necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral in the United States (other than uncertificated to the extent such Pledged Securities in which a security interest cannot Collateral may be perfected under Applicable Law by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securitiesfilings) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 annexed to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected first priority security interest cannot be perfected by taking in the United States and shall defend such security interest against the claims and demands of all applicable actions under persons, in each case, except Permitted Collateral Liens and to the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order extent filings necessary to perfect such security interest have been made by the Administrative Agent, (ii) such Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Administrative Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the local laws UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the jurisdiction of Administrative Agent and in such offices (including the issuer of United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect (to the extent such Pledged Securities) as Collateral may be so perfected under Applicable Law), continue and maintain a perfected First Priority valid, enforceable, first priority security interest (subject only to the Permitted Collateral Liens) in the Pledged Collateral in the United States as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the value of such Intellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed in Schedule 3.3 hereto (other than uncertificated Pledged Securities in which a security interest canexcept with respect to Copyrights that are not be perfected by taking Used Intellectual Property). Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate3.3 hereto. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (a) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which Copyrights that are not Used Intellectual Property) as a perfected first priority security interest can(subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (b) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not be perfected by taking Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (c) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Law) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such other actions offices (including, without limitation, with respect to the delivery or filing Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of financing, statements, agreements instruments or law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other documentsthan Copyrights that are not Used Intellectual Property) as may have been reasonably requested by provided herein and to preserve the other rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule I hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. I. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsapplicable Laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably requested by satisfactory to the Collateral Agent and in order such offices wherever required by applicable Law in each case to perfect such perfect, continue and maintain a valid, enforceable, first priority (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) security interest under in the local laws of Collateral as provided herein and to preserve the jurisdiction of other rights and interests granted to the issuer of such Pledged Securities) Collateral Agent hereunder, as a perfected First Priority security interest subject only against the Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority first priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor The Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it the Grantor to the Collateral Agent Lender pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule I hereto. The Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor I. The Grantor agrees that at the sole cost and expense of the PledgorsGrantor, such Pledgor (i) the Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Liens), (ii) the Grantor shall furnish to the Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Lender may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Lender, the Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsapplicable laws) as may have been in effect in any jurisdiction with respect to the security interest created hereby, all in form reasonably requested satisfactory to the Lender, wherever required by applicable law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral Agent in order as provided herein and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Lender hereunder, as against the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantor and third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all the only UCC-1 financing statements, agreements, instruments and other documents statements necessary to perfect the security interest granted by it each Pledgor to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which to the extent a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to UCC-1 financing statement can perfect such security interest under the local laws interest) as of the jurisdiction of the issuer of date hereof are listed on Schedule 1 hereto. All such Pledged Securities) UCC-1 financing statements have been delivered to the Collateral Agent in completed and, (and to the extent necessary or appropriate, duly executed form executed) and filed or submitted for filing in each applicable governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected security interest (subject to Permitted Liens, Section 2.2(c) and the other requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons (other than the holders of such Permitted Liens), (ii) following the occurrence and during the existence of any Event of Default, such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as may be reasonably necessary for the purpose of maintaining the valid, enforceable and perfected Liens of the Collateral Agent for the benefit of the Secured Parties on the Collateral, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, in each case, in such offices wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, security interest (subject to Permitted Liens), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, in the Collateral as provided (and to the extent required) in this Agreement and to preserve the Liens and related rights and interests granted to the Collateral Agent hereunder, as against third parties claiming a prior security interest in the Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC holders of Permitted Liens), with respect to the Collateral. Good Technology Software, Inc. further agrees that at its sole cost and such other actions expense that, (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documentsi) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws within 5 days of the jurisdiction date hereof (the “Notice Date”), it shall cause to be given notice to Motorola (as such term is defined on Schedule 14(b) to the Perfection Certificate) of its desire to terminate the Motorola Lien (as such term is defined on Schedule 14(b) to the Perfection Certificate) and (ii) if Motorola has failed to send it a termination statement or has failed to terminate the Motorola Lien on the date that is 20 days after the Notice Date (the “Notice Expiration Date”), Good Technology Software, Inc. shall file the termination statement attached to Schedule 14(a) of the issuer of Perfection Certificate on such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensdate that is 5 days after the Notice Expiration Date.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect and other documents necessary to perfect the security interest granted by it each such Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities are listed in which a security interest cannot be perfected by taking Schedule 1.04 to the Perfection Certificate. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule 7 1.04 to the Perfection Certificate. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest and, subject to Permitted Encumbrances, shall defend such security interest against the claims and demands of all Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including the Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Pledgor represents and warrants that all financing statementsfilings, agreements, instruments registrations and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) recordings described on Schedule II hereto have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost II and expense of have been filed in accordance with a letter agreement previously executed by the Pledgors, authorizing such Pledgor will maintain pre-filing, or shall be filed, registered and recorded immediately after the date thereof. The filings, registrations and recordings described on Schedule II are all of the filings, recordings and registrations that are necessary to publish notice and protect the validity of and to establish a legal, valid and perfected security interest created by this Agreement in favor of the Pledged Collateral Agent (other than uncertificated Pledged Securities for the ratable benefit of the Credit Parties) in respect of all Collateral in which a security interest cannot may be perfected by taking all filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable actions under Law with respect to the UCC and such other actions (including, without limitation, the delivery or filing of financingcontinuation statements. Each Pledgor represents and warrants that a fully executed short form hereof and/or a fully executed short form grant of security interest in Intellectual Property in form and substance reasonably satisfactory to the Collateral Agent, statements, agreements instruments and containing a description of all Collateral consisting of Patents and United States registered Trademarks (and Trademarks and Patents for which a United States registration is pending or other documentsotherwise applied for) as may have and United States registered Copyrights (and Copyrights for which a United States registration is pending or otherwise applied for) has been reasonably requested by delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 00 X.X.X. §000, 00 X.X.X. §0000 or 17 U.S.C. §205 and the regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in order favor of the Collateral Agent (for the ratable benefit of the Credit Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and other than the UCC financing statements described in the immediately prior sentence of this SECTION 3.3, no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect such the security interest under the local laws in favor of the jurisdiction Collateral Agent with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liensdate hereof).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a the security interest cannot may be perfected by taking all applicable actions under the UCC such filings, recordings and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent registrations are listed in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in this section and on Schedule 7 to the Perfection CertificateII hereto. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain cooperate with the Agent in maintaining the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing of financingUnited States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, statementscontinue and maintain a valid, agreements instruments or other documents) as may have been reasonably requested by enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.