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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the PPSA of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by the PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

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

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

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in US or Canadian issuedeach Grantor’s United States, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (iiy) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to Permitted Liens (to the Legal Reservations and Section 5.12 of extent such Permitted Liens are not prohibited from being senior to the Credit AgreementLien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject Such Grantor hereby authorizes the Administrative Agent to file, and if requested (subject to the limitations exceptions and qualifications otherwise set forth herein and in Section 5.12 of any other Loan Document) will deliver to the Credit AgreementAdministrative Agent, each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time reasonably be necessary or otherwise reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and first priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall pay be deemed to constitute an agreement to subordinate any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit AgreementLiens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) . Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable PPSA jurisdiction such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate the Collateral or describe such Grantor’s Collateral (A1) as all assets of the applicable such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the such Grantor is an organization, and the type of organization and any organizational identification number issued to the such Grantor’s organization. Such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filings) and amendments and continuations thereto) thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in US or Canadian United States issued, registered or and applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the terms of the Loan Transaction Documents, agrees to take such other actions actions, in each case as may from time to time be necessary or otherwise and reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority, valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a5(a) of the Credit Note Purchase Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

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

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

Authorization to File Financing Statements; Ratification. Subject The Debtor shall file all appropriate financing statements necessary to perfect the security interest of the Secured Party in the Collateral. The Debtor hereby authorizes the Secured Party to file, and if requested will deliver to the limitations set forth in Section 5.12 of the Credit AgreementSecured Party, each Grantor hereby (i) authorizes the Agent to file (A) at Debtor’s expense, all financing statements (including statements, continuation statements, applications for certificates of title, notices, affidavits and other documents and amendments thereto and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) Secured Party in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and first perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay , subject only to Liens permitted under Section 4.1(e), or, upon the occurrence and during the continuation of an Event of Default, for the purpose of transferring and delivering title to all or any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) part of the Credit AgreementCollateral. Any financing statement filed by the Agent Secured Party may be filed in any filing office in any applicable PPSA UCC jurisdiction and may may: (i) indicate the Collateral Collateral: (A1) as all assets of the applicable Grantor Debtor or words of similar effect, regardless of whether any particular asset comprised in comprising a part of the Collateral falls within the scope of Article 9 of the PPSA of UCC or such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by Part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including including: (A) in each case to the extent applicable, whether the Grantor Debtor is an organization, the type of organization and any organizational organization identification number issued to the Grantor Debtor, and (B) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor The Debtor also agrees to furnish any such information to the Agent Secured Party promptly upon request. The Debtor also ratifies its authorization for the Secured Party to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

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

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

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien in favor of the Agent in US or Canadian issuedand, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (subject in each case, case to the extent constituting Collateral) and naming such Grantor as debtor limitations set forth in this Security Agreement and the Agent as secured party and (ii) subject to the terms of the other Loan Documents, each Grantor agrees to file or shall authorize the Agent to file such other documents and to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) in order to establish and maintain a valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected security interest (with the priority set forth in the Intercreditor Agreement or any other applicable Acceptable Intercreditor Agreement then in effect, if any) in and subject, in the case of Pledged Collateral, to the extent required pursuant to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the First Lien Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

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

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (i) authorizes the Agent (or its designee) to file (A) all financing statements (including and amendments and continuations thereto) thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and (B) filings executed by such Grantor with the United States U.S. Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property U.S. Copyright Office (including any Intellectual Property Security AgreementAgreement executed by the relevant Grantor) as may be necessary or advisable for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Agent as secured party and and, (ii) subject to the terms of the Loan Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions as may from time to time be necessary required under Applicable Law or otherwise be reasonably requested by the Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected security interest (with priority described in the Security Documents and Customary Intercreditor Agreements) in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Sections 9.10 and 9.11 of the Credit Agreement, Control of, of the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 9.03(a13.5(a) of the Credit Agreement. Any financing statement filed by the Agent (or its designee) may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

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

Authorization to File Financing Statements; Ratification. Subject Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the limitations set forth in Section 5.12 of the Credit AgreementAdministrative Agent, each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor other documents and the Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions (other than Excluded Perfection Actions) as may from time to time be necessary or otherwise reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected first priority security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreementowned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the such Grantor’s Collateral (A1) as “all assets of the applicable Grantor Grantor” or words of similar effect, regardless of whether any particular asset comprised included in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B2) by any other description which reasonably approximates the description contained in this Security Agreement Agreement, and (ii) contain any other information required by the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the such Grantor is an organization, the type of organization and any organizational organization identification number issued to the such Grantor. Such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon written request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (By) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to Permitted Liens (to the Legal Reservations and Section 5.12 of extent such Permitted Liens are not prohibited from being senior to the Credit AgreementLien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets present and after acquired assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the PPSA of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by the PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.. CAN_DMS: \139431020\5

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (By) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to Permitted Liens (to the Legal Reservations and Section 5.12 of extent such Permitted Liens are not prohibited from being senior to the Credit AgreementLien granted to the Administrative Agent hereunder)) a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets present and after acquired assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the PPSA of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by the PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (iiC) other documents and, subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) in order to establish and maintain a valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected first priority (subject to Permitted Liens) security interest in and subject, in the case of Pledged Collateral, Deposit Accounts and Securities Accounts to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (i) authorizes the Agent to file (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (iiC) other documents and, subject to the terms of the Loan Documents, agrees to take such other actions as may from time to time be necessary or otherwise reasonably requested by the Agent (and authorizes the Agent to take such actions) in order to establish and maintain a valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected first priority (subject to Permitted Liens) security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request.

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in US or Canadian each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (iiy) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the First Lien Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to Permitted Liens (to the Legal Reservations and Section 5.12 of extent such Permitted Liens are not prohibited from being senior to the Credit Agreement) a First PriorityLien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the First Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

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

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

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Collateral Agent to file (A) file all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Collateral Agent in US or Canadian each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and (iiy) subject to the terms of the Loan Documents, agrees to take such other actions actions, in each case as may from time to time be necessary or otherwise and reasonably requested by the Collateral Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral. The Collateral in accordance with Section 9.03(a) of the Credit Agreement. Any financing statement filed by the Agent may be filed in any filing office file financing statements in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in US or Canadian each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (iiy) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the Second Lien Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain a Second Priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations and Section 5.12 of the Credit AgreementReservations) a First Priority, valid, enforceable and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Second Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Each Grantor hereby (ix) authorizes the Administrative Agent to file (A) file all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office, Office and the United States Copyright Office and the Canadian Intellectual Property Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in US or Canadian each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (iiy) subject to the terms of the Loan Documents, agrees to take such other actions as required by Section 5.14 of the Term Loan Credit Agreement, in each case as may from time to time be necessary or otherwise and reasonably requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to Permitted Liens (to the Legal Reservations and Section 5.12 of extent such Permitted Liens are not prohibited from being senior to the Credit Agreement) a First PriorityLien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 9.03(a) of the Term Loan Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed in any filing office file financing statements in any applicable PPSA UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the PPSA UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the PPSA UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organizational organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request.