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

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Security Documents to dispose of the Collateral. Such Loan Party . (b) Each Grantor shall file, and if reasonably requested by the Collateral Agent will furnish execute or authenticate and deliver to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral Agent, all financing or continuation statements, or amendments thereto, and such other reports in connection therewith instruments or notices, as may be necessary, or as the Collateral Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon time in order to maintain a perfected security interest in the written request of the Agent or the Required Lenders, and at the sole expense of Collateral owned by such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, Grantor subject only to (i) filing any financing or continuation statements under Liens securing the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby First Lien Obligations and (ii) any other Permitted Lien. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein. (c) Each Grantor agrees that, in the event any Grantor, pursuant to the First Lien Security Agreement, takes any action to grant or perfect a Lien in favor of any First Lien Collateral Agent in any assets that constitute Collateral (other than Proceeds in the form of cash or cash equivalents) hereunder, such Grantor shall, to the extent commercially reasonable, take a corresponding action to grant or perfect a Lien (subject to the Intercreditor Agreement) in such Collateral in favor of the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within secure the meaning Secured Obligations without the request of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralCollateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever including without limitation, subject completing the Filings and filing any financing or continuation or analogous statements or filings under the Uniform Commercial Code (or other applicable laws) in effect in any jurisdiction with respect to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. security interests created hereby. (b) Such Loan Party Grantor will furnish to the Agent Secured Party from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party Grantor and such other reports in connection therewith as the Agent Secured Party may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersSecured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Secured Party may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation or analogous statements or filings under the Uniform Commercial Code (or other similar lawsApplicable Laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit AccountsAccount Collateral, Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Agent Secured Party to obtain “control” (within the meaning of the applicable Uniform Commercial CodeCode (or other Applicable Laws)) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or and (iii) take in the case of any action to protect against item of Equipment that is covered by a certificate of title under a statute of any diminution in value jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, at the request of the CollateralSecured Party, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and within 30 days after the end of each calendar quarter, deliver to the Secured Party copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the written request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitation, Grantors under Section 5.02(b): (i) filing any financing i)upon the request of the Administrative Agent or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralSecured Party, taking such Grantor shall take or cause to be taken all actions (other than any actions necessary required to enable be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to obtain cause the Administrative Agent to (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8.303 of the Texas UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral other than certificated securities and goods covered by a document in the UCCpossession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Agent shall not have any obligation to Administrative Agent’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Administrative Agent or any other Secured Party) take any action necessary or requested by the Administrative Agent to protect against any diminution cause the Administrative Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the written request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights Grantors under Section 5.02(b): (i)upon the request of the Administrative Agent or any other Secured Party, such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to cause the Administrative Agent to (A) have "control" (within the meaning of Sections 9-104, 9-105, 9-106, and powers herein granted9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, (i) filing executing and delivering any financing or continuation statements under agreements, in form and substance satisfactory to the Uniform Commercial Code (Administrative Agent, with securities intermediaries, Issuers or other similar lawsPersons in order to establish "control", and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor's acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in effect in any jurisdiction Section 8.303 of the Texas UCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the security interests created hereby possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iiiii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Administrative Agent or any other Secured Party) take any action necessary or requested by the Administrative Agent to protect against any diminution cause the Administrative Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority as described in Section 3.2 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents other provisions hereof and to dispose Sections 1501, 1502, 1503 and 1508 of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. Indenture). (b) [Reserved.] (c) At any time and from time to time, upon the written request of the Agent or the Required LendersNote Collateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Note Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and hereby; provided that, notwithstanding any other provision of this Agreement or any other Note Document, such Grantor will not be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) to the extent commercially reasonabledeliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the Deposit Accountscase of Intercompany Notes, Letter-of-Credit Rights and limited to any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning such note with a principal amount in excess of the applicable Uniform Commercial Code$3,000,000) with respect thereto. Notwithstanding anything to the contrary contained herein Note Collateral Agent (or in the UCC, the Agent shall not have another Person as required under any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateralapplicable Intercreditor Agreement), or (iii) take any action to protect against any diminution in value of the Collateraldeliver landlord lien waivers, estoppels or collateral access letters.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law provisions hereof) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by the Company. (b) Except as otherwise permitted by the Indenture, includingthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the Note Collateral Agent (acting at the direction of the requisite Holders pursuant to the terms of the Indenture and in each case at the sole expense of the Company), without limitationso as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent in this Agreement or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Liens, (iii) filing any financing and continuation statements or similar documents and (iii) promptly executing and delivering control agreements, and, during the continuance of an Ambac Event of Default, instruments of pledge, notices and assignments and other documents, in each case relating to the creation, validity, perfection, maintenance or continuation statements under of the Uniform Commercial Code Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Note Document, the Company will not be required (x) to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other similar lawsLiens) in effect Collateral located or titled in any jurisdiction Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case, Collateral consisting of the Principal Proceeds Collateral Account or the AAC Note Proceeds, if such Collateral consisting of the Principal Proceeds Collateral Account or the AAC Note Proceeds is located in a Foreign Jurisdiction, or (y) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the security interests created hereby Principal Proceeds Collateral Account or any other deposit, bank or securities account into which the AAC Note Proceeds may be deposited. (d) Upon the occurrence and (ii) during the continuance of an Ambac Event of Default, the Note Collateral Agent may liquidate, or notify any bank or securities intermediary subject to an account control agreement to liquidate, any deposit account or securities account or any related investment property maintained or held thereby and remit the proceeds thereof to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party Grantor and such other reports documents in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment PropertyProperty (other than any equity investment of such Grantor in a non-wholly-owned subsidiary, the Deposit Accounts, Letter-of-Credit Rights joint venture or Unrestricted Subsidiary) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. thereto to the extent required hereunder. (d) Notwithstanding anything to the contrary contained herein or in the UCCthis Agreement, the Credit Agreement or any other Loan Document, the Administrative Agent shall not have any obligation to require (i) preparecontrol agreements and perfection by “control” (other than in respect of certificated Collateral (but excluding certificated Collateral with respect to non-wholly-owned subsidiaries, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (iijoint ventures and Unrestricted Subsidiaries)) take any necessary steps to preserve rights against any parties with respect to any Collateral, Collateral or (iiiii) take that security interests in the Collateral be perfected in any action to protect against any diminution in value jurisdiction outside of the CollateralUnited States.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex B hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. At . (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) UCC in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a U.S. Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take any action to protect against any diminution in value of all actions required by the CollateralCredit Agreement or this Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain defend the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject only to Permitted Liens. (b) Subject to the rights of such Loan Party under limitations set forth herein and the other Loan Documents to dispose of the Collateral. Such Loan Party will furnish and to the Agent from time to time statements extent required herein and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requesttherein, all in reasonable detail. At at any time and from time to time, upon the written reasonable request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein grantedGrantors under subsection (b) of this Section, includingupon the reasonable request of the Administrative Agent, without limitation, such Grantor shall use commercially reasonable efforts to take or cause to be taken all actions (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent) reasonably requested by the Administrative Agent to obtain cause the Administrative Agent to have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Deposit Accounts or Securities Accounts (other than Excluded Accounts), Electronic Chattel Paper with a value greater than $250,000 in the aggregate, or Investment Property (including the Pledged Securities but excluding other Investment Property which is held in a Securities Account) with respect thereto. Notwithstanding anything a value greater than $250,000 in the aggregate, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the contrary contained herein or in the UCCAdministrative Agent, the Agent shall not have any obligation to (i) preparewith securities intermediaries, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement issuers or other instrument Persons in any public office or for otherwise ensure order to establish “control”, and each Grantor shall promptly notify the perfection, maintenance, priority or enforceability Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any security interest granted pursuant to, or contemplated by, any Loan Document, such Collateral. (iid) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution This Section and the obligations imposed on each Grantor by this Section shall be interpreted as broadly as possible in value favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the provisions of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (subject to any Permitted Lien, Revolving Liens and the terms of the Intercreditor Agreement) and shall take commercially reasonable actions to defend the Security Interests created hereby and the priority described in Section 3.2 and shall defend such security interest thereof against the claims and demands of all Persons whomsoever, other than holders of Permitted Liens. (b) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), (i) such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the rights terms and conditions of this Agreement with respect thereto, and (ii) and such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Section 5.2(a) and (b) of the Term Loan Agreement, notify the Collateral Agent of the ownership of such Loan Party under After-Acquired Intellectual Property Collateral and, upon the Loan Documents to dispose reasonable request of the Collateral. Such Loan Party will furnish Collateral Agent, promptly execute and deliver to the Collateral Agent from time agreements substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to time statements be recorded with the United States Patent and schedules further identifying Trademark Office, the United States Copyright Office and describing any other Governmental Authorities located in the assets United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Registered Intellectual Property. (c) Subject to clause (d) below and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestSection 2, all in reasonable detail. At each Grantor agrees that at any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan PartyGrantor, such Loan Party it will promptly execute any and duly execute all further documents, financing statements, agreements and deliverinstruments, and have recorded, such further instruments and documents and take all such further actions as (including the filing and recording of financing statements and other documents), which may be necessary required under any Applicable Law, or advisable or as required by applicable law for which the purpose of obtaining or preserving Collateral Agent may reasonably request, in order (x) to grant, preserve and perfect the full benefits of this Agreement validity and priority of the Security Interests created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 5.10 of the Term Loan Agreement. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that constitute Collateral or (iiiii) take with respect to any action Person that, subsequent to protect against any diminution in value the date hereof, becomes a Subsidiary of the CollateralBorrower that is required by the Term Loan Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Agreement or this Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject including completing the Filings and filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. security interests created hereby. (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Letter of Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything , including taking the actions set forth in Sections 9-106 and 9-107 of the UCC and other applicable sections of the UCC referred to the contrary contained herein or in the UCC, the Agent said sections. (d) Such Grantor shall not have enter into any obligation to (i) prepare, record, file, re-record, contracts or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralformal and/or informal agreements under which a Governmental Authority would be an obligor.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 the Credit Agreement (subject to each Applicable Intercreditor Agreement) and shall use commercially reasonable efforts to defend such security interest Security Interest against the material claims and demands of all Persons whomsoever(except to the extent that the Collateral Agent and the Company reasonably agree that the cost of such defense is excessive in relation to the benefit to the Secured Parties of the Security Interest and priority), in each case other than a Security Interest in assets of such Grantor subject to a Disposition permitted by the rights of such Loan Party Credit Agreement to a Person that is not a Credit Party, and except for Liens permitted under the Loan Documents to dispose Section 10.2 of the Collateral. Credit Agreement, and in each case subject to Section 4.2(c). (b) Such Loan Party Grantor will furnish to the Collateral Agent and any other Secured Party from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 4.2(c), all in reasonable detail. At each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which, subject to the terms of the Credit Agreement or any Applicable Intercreditor Agreement, the Collateral Agent or the Required LendersSecured Parties may reasonably request, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, in order (i) to grant, preserve, protect and perfect (with respect to the Intellectual Property included in the Collateral, if and to the extent perfection may be achieved by the filings contemplated in Section 4.2), the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 4.2(b)(i)(C), all at the expense of such Grantor. (iid) Notwithstanding anything in this Section 5.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take any action to protect against any diminution in value of all actions required by the CollateralCredit Agreement and this Section 5.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (u) assign any rights in Restricted Government Accounts or Government Accounts Receivable in violation of applicable state or federal laws, rules and regulations, (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Senior ABL Facility Agreement is in effect, as required by Subsection 4.16 of the Senior ABL Facility Agreement (or any corresponding section of any Additional ABL Credit Facility) and (iiB) to the extent commercially reasonable, in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything delivering such Capital Stock or Intercompany Notes to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan DocumentCollateral Agent, (iior another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any necessary steps action in order to preserve rights against perfect any parties security interests in cash, deposit accounts or securities accounts (except to the extent consisting of proceeds perfected by the filing of a financing statement under the Code), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s ABL Priority Collateral and such other reports in connection therewith with such Grantor’s ABL Priority Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Subsection 4.16 of the Credit Agreement and (iiB) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by Subsection 4.16 of the Credit Agreement and (B) to the extent commercially reasonableconsisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Investment PropertyPledged Stock, by being held by the Deposit AccountsCollateral Agent or an Additional Agent as agent for the Collateral Agent), Letter-of-Credit Rights and any other relevant Collateral(y) deliver landlord lien waivers, taking any actions necessary to enable the Agent to obtain “control” estoppels or collateral access letters or (within the meaning of the applicable Uniform Commercial Codez) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor’s Term Loan Party Priority Collateral and such other reports in connection therewith with such Grantor’s Term Loan Priority Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Senior ABL Facility Agreement is in effect, as required by Subsection 6.6(a) of the Senior ABL Facility Agreement (or any corresponding section of any successor Working Capital Credit Agreement) and (iiB) to the extent commercially reasonable, in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything delivering such Capital Stock or Intercompany Notes to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan DocumentCollateral Agent, (iior another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any necessary steps action in order to preserve rights against perfect any parties security interests in cash, deposit accounts or securities accounts (except to the extent consisting of proceeds perfected by the filing of a financing statement under the Code), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the Term Loan Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 3.2 and shall defend such security interest thereof against the claims and demands not permitted by the Term Loan Credit Agreement of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the Term Loan Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in reasonable detail. At form and substance reasonably satisfactory to the Collateral Agent. (e) Subject to the Perfection Exceptions and clause (f) below, each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 6.14 of the Term Loan Credit Agreement. (iif) Notwithstanding anything in this Section 4.01 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Term Loan Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrower that is required by the Term Loan Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Credit Agreement, and this Section 4.01. (g) Notwithstanding the foregoing, subject to Section 6.12 of the Term Loan Credit Agreement, any action required to protect against be taken by any diminution in value Grantor pursuant to this Section 4.01 (other than clause (a) hereof) may be taken by such Grantor, at its option, on or prior to the date the Borrower is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the CollateralTerm Loan Credit Agreement for the fiscal quarter during which the event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Grantor shall maintain the security interest Security Interests created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 interests subject to no Liens other than Permitted Liens and shall defend such security interest interests against the claims and demands of all Persons whomsoever, and shall maintain and preserve the Lien hereby created so long as any of the Secured Obligations remains unpaid. (b) On request of the Collateral Agent, the Grantor shall promptly (i) correct any defect, error or omission which may be discovered in the contents of this Agreement or any financing statement relating thereto or in the execution or acknowledgment of this Agreement or any financing statement; (ii) execute, acknowledge, deliver and record in any jurisdictions such further instruments (including, without limitation, further security agreements, financing statements, continuation statements and assignments of proceeds) and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and to more fully identify and subject to the Security Interest hereof any property intended to be covered hereby, including without limitation any renewals, additions, substitutions, replacements or accessions to the Collateral; and (iii) execute, acknowledge, deliver and record any document or instrument (including specifically any financing statement) necessary, desirable or proper in any jurisdictions to protect the Lien and Security Interest hereunder against the rights or interests of such Loan Party under the Loan Documents to dispose third persons. The Grantor shall pay all costs connected with any of the Collateral. Such Loan Party will foregoing. (c) The Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the PPSA (or other similar laws) or obtaining "control" (within the meaning of the STA) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Loan Party Grantor under the Loan Note Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing statements or continuation financing change statements under the Uniform Commercial Code (or other similar laws) PPSA in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, Deposit Accounts and Securities Accounts (including the Deposit Notes Priority Collateral Account, if applicable, but excluding any Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Collateral Agent and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeSTA) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or and (iii) take in the case of Intellectual Property, filings to the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, or other similar authority in any action to protect against any diminution jurisdiction in value of the Collateralworld.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights whomsoever except for holders of such Loan Party under the Loan Documents to dispose of the Collateral. permitted Liens. (b) Such Loan Party Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) hereby, other than foreign Intellectual Property filings. If any amount payable to the extent commercially reasonable, any Grantor under or in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and connection with any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties Pledged Securities with respect to the equity interests of such Grantor in the Issuer thereof shall be or become evidenced by any Collateralpromissory note, other instrument or chattel paper, such note, instrument or chattel paper in excess of $500,000 individually or $1,000,000 in the aggregate shall be promptly upon receipt thereof by such Grantor delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Pledged Securities pursuant to this Agreement other than any note, instrument or chattel paper distributed as part of a Restricted Payment permitted to be made or received pursuant to the Credit Agreement. (iiid) take Concurrently with the delivery to the Administrative Agent of each certificate representing one or more shares of Pledged Stock to the Administrative Agent, such Grantor shall deliver an undated stock power covering such certificate, duly executed in blank by such Grantor. (e) All Pledged Notes, when delivered, shall be duly endorsed in blank. At the time of delivery of any action to protect against any diminution in value Pledged Notes, the applicable Grantor shall deliver the originals of the Collateraldocuments comprising the Pledged Note Collateral with respect to such Pledged Notes, together with an assignment of mortgage or deed of trust, as applicable, in a form which is recordable in the county records where the real property covered by such mortgage or deed of trust is located, duly executed by such Grantor and acknowledged by a notary public.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement in the Collateral (other than Excluded Perfection Assets) as a perfected security interest having at least the priority described in Section 3.2 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever (other than to the rights of extent such Loan Party under claims and demands are permitted by the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. Credit Agreement). (b) At any time and from time to time, upon the written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor (or any of them), such Loan Party will Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Accounts (other than Excluded Collateral) and any other relevant CollateralCollateral in which a security interest is perfected by Control (subject to the thresholds set forth herein and other than Excluded Perfection Assets), taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect theretothereto to the extent required hereunder. (c) To the extent requested by the Agent or the Required Lenders, such Grantor shall furnish to the Agent from time to time (but, except upon the occurrence and during the continuation of an Event of Default, no more frequently than once in any calendar year) updated schedules to this Agreement. (d) In the event that such Grantor hereafter acquires any property of a type described in Section 3.6 hereof which is not Excluded Collateral, it shall promptly notify the Agent in writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as the Agent may reasonably request in order to ensure that the Agent has a valid, perfected (except to the extent such Collateral constitutes Excluded Perfection Assets), first priority security interest in such Collateral, subject to Permitted Liens. Notwithstanding anything the foregoing, no Grantor shall be required to notify the Agent or take any such action unless such Collateral is material to the contrary contained herein or in Grantors’ business, taken as a whole. (e) To the UCC, extent the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability creation hereunder of any Lien on the Collateral granted hereunder requires the consent of such Grantor, such Grantor hereby consents to the security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralcreated hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Agent Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the assets and property of such Grantor as the Agent Mortgage Notes Indenture Trustee may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersMortgage Notes Indenture Trustee, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Mortgage Notes Indenture Trustee may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary to enable the Agent Mortgage Notes Indenture Trustee to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything , including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit D, or in such other form as may be satisfactory to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralMortgage Notes Indenture Trustee.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 3.2 4.3(a) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Documents Documents, including such Grantor’s rights to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor in reasonable detail and such other reports in connection therewith therewith, in each case, as the Collateral Agent may reasonably request. (c) Such Grantor shall give to the Collateral Agent and the other Secured Parties, if accompanied by the Collateral Agent, upon reasonable prior notice, access during normal business hours to all of its books, correspondence and records and the Collateral Agent and the other Secured Parties and their respective representatives may examine, inspect or audit the same and take extracts therefrom and make photocopies thereof, at such Grantor’s reasonable cost and expense; provided that unless an Event of Default has occurred or is continuing, only one (1) such visit in any calendar year shall be at the Grantors’ collective expense. The Collateral Agent and the other Secured Parties, if accompanied by the Collateral Agent, and their respective representatives shall, upon reasonable detail. prior notice, during normal business hours and subject to the rights of any third party landlords, also have the right to enter into and upon any premises where any of the Inventory or Equipment is located for the purpose of examining, inspecting or auditing the same, or otherwise protecting their interests therein. (d) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents documents, including, without limitation, a completed pledge supplement, substantially in the form of Annex IV attached hereto, and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining creating, perfecting, ensuring the priority of, protecting or enforcing the Collateral Agent’s security interest in the Collateral or otherwise conferring or preserving the full benefits of this Agreement and of the interests, rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party U.S. Institution Subsidiary shall maintain the security interest Security Interest created by this Collateral Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party U.S. Institution Subsidiary will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party U.S. Institution Subsidiary and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(c), all in reasonable detail. At such U.S. Institution Subsidiary agrees that at any time and from time to time, upon at the written request expense of such U.S. Institution Subsidiary, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents described in Section 3.2(b)(i)(B)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersLenders may reasonably request, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents described in Section 3.2(b)(i)(B), all at the expense of such U.S. Institution Subsidiary. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets created or acquired by such U.S. Institution Subsidiary after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant U.S. Institution Subsidiary after the acquisition or creation thereof shall promptly take any action to protect against any diminution in value of all actions required by the CollateralCredit Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority as described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor’s Term Loan Party Priority Collateral and such other reports in connection therewith with such Grantor’s Term Loan Priority Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby provided further that the Borrower or such Grantor will not be required to (w) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (x) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (iiB) to the extent commercially reasonable, in the case of Investment PropertyCollateral that constitutes Capital Stock or Pledged Notes in certificated form, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything delivering such Capital Stock or Pledged Notes to the contrary contained herein Collateral Agent (or in the UCCanother Person as required under any applicable Intercreditor Agreement), the Agent shall not have any obligation to (iy) preparedeliver landlord lien waivers, record, file, re-record, estoppels or re-collateral access letters or (z) file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the written request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitation, Grantors under Section 5.02(b): (i) filing any financing upon the request of the Administrative Agent or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralSecured Party, taking such Grantor shall take or cause to be taken all actions (other than any actions necessary required to enable be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to obtain cause the Administrative Agent to (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Administrative Agent, with securities intermediaries, Issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8.303 of the Texas UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral other than certificated securities and goods covered by a document in the UCCpossession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Agent shall not have any obligation to Administrative Agent’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Administrative Agent or any other Secured Party) take any action necessary or requested by the Administrative Agent to protect against any diminution cause the Administrative Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject . (b) Such Grantor shall deliver to the rights Collateral Agent on behalf of the Secured Parties, (i) on the date hereof, a certificate dated such date showing the amount and types of insurance coverage as of such Loan date, (ii) upon request of any Secured Party under from time to time, full information as to the Loan Documents insurance carried, (iii) promptly following receipt of notice from any insurer, a copy of any notice of cancellation or material change in coverage from that existing on the date hereof, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by such Grantor, and (v) promptly after such information is available to dispose such Grantor, full information as to any claim for an amount in excess of $5,000,000 with respect to any property and casualty insurance policy maintained by such Grantor. The Collateral Agent shall be named as additional insured on all such liability insurance policies of such Grantor and the Collateral. Collateral Agent shall be named as loss payee on all property and casualty insurance policies of such Grantor. (c) Such Loan Party will Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. . (d) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party will Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be are necessary or advisable or as required by applicable law that the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything thereto to the contrary contained herein or extent required hereunder, including without limitation, executing and delivering and causing the relevant securities intermediary to execute and deliver a control agreement in form reasonably satisfactory to the Collateral Agent (it being agreed that the Collateral Agent will not indemnify any securities intermediary in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralCollateral Agent’s individual capacity).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall, consistent with the Loan Party shall Documents, (i) maintain the security interest created by this Agreement as a perfected security interest having at least to the priority described in Section 3.2 extent required hereunder and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever except for, subject to in each case, Permitted Liens (or, in the rights case of such Loan Party Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestCollateral Documents), all in reasonable detail. At (ii) at any time and from time to time, upon the written reasonable request of the Administrative Agent or the Required LendersLenders through the Administrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable appropriate to create, perfect, establish the priority of, or as required to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving the Required Lenders through the Administrative Agent to enforce, assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights rights, powers and powers privileges herein grantedgranted and (iii) promptly give notice to the Administrative Agent of, includingand shall defend the Collateral against, without limitationand shall take such other action as may be necessary to remove, any Lien (i) filing any financing or continuation statements under the Uniform Commercial Code except for Permitted Liens (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment PropertyPledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Deposit AccountsCredit Agreement or created under the Collateral Documents)) and shall defend the security interest and Lien created by this Agreement against the claims and demands (except for Permitted Liens (or in the case of Pledged Equity Interests, Letter-of-Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Rights and any Agreement or created under the Collateral Documents)) of all Persons whomsoever. (b) Each Grantor shall (i) take or cause to be taken all actions (other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent) to cause the Administrative Agent to obtain have “control” (within the meaning of Sections 9-104, 9-106 and 8-106 of the applicable Uniform Commercial CodeUCC) with respect theretoover any Collateral constituting (1) Deposit Accounts (other than Excluded Bank Accounts) and (2) Pledged Equity Interests to the extent that such Equity Interests constitute Certificated Securities and are issued to such Grantor and (ii) provide prior notice to the Administrative Agent before such Grantor opens a new Deposit Account (other than an Excluded Bank Account). Notwithstanding anything to the contrary contained herein or in the UCCforegoing, the Administrative Agent agrees with each Grantor that the Administrative Agent shall not have give any obligation instructions directing the disposition of funds from time to (i) prepare, record, file, re-record, time credited to any Deposit Account or re-file withhold any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve withdrawal rights against any parties from such Grantor with respect to funds from time to time credited to any CollateralDeposit Account unless an Event of Default has occurred and is continuing and upon the cure or waiver of all Events of Default thereafter, or the Administrative Agent shall deliver a notice rescinding such instructions. (iiic) take any action to protect against any diminution This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in value favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law provisions hereof) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by the Company. (b) Except as otherwise permitted by the Indenture, includingthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the Note Collateral Agent (acting at the direction of the requisite Holders pursuant to the terms of the Indenture and in each case at the sole expense of the Company), without limitationso as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent in this Agreement or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Collateral Liens, (iii) filing any financing and continuation statements or similar documents, and (iii) promptly executing and delivering control agreements, and, during the continuance of an Event of Default pursuant to Section 601(i) of the Indenture, instruments of pledge, notices and assignments and other documents, in each case solely relating to the creation, validity, perfection, maintenance or continuation statements under of the Uniform Commercial Code Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Note Document, the Company will not be required (x) to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other similar lawsLiens) in effect Collateral located or titled in any jurisdiction Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case, Collateral consisting of the Collateral Account or the Eligible Investments on deposit therein, if such Collateral consisting of the Collateral Account is located in a Foreign Jurisdiction or (y) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the security interests created hereby Collateral Account or any other deposit, bank or securities account into which the Tier II Net Proceeds or Eligible Investments may be deposited. (d) Upon the occurrence and (iiduring the continuance of an Event of Default pursuant to Section 601(i) of the Indenture, the Note Collateral Agent may liquidate, or notify any bank or securities intermediary in control of any deposit account or securities account or any related investment property to liquidate, such Collateral and remit the proceeds thereof to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Except as otherwise specifically permitted under this Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.3, except as otherwise permitted in connection with the Credit Agreement, and shall defend such security interest against the material claims and demands of all Persons whomsoever, subject except with respect to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. Permitted Liens. (b) At any time and from time to time, upon the written reasonable request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitationGrantors under subsection (b) of this Section, (i) filing any financing upon the reasonable request of the Administrative Agent, such Grantor shall take or continuation statements under the Uniform Commercial Code cause to be taken all actions (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent) reasonably requested by the Administrative Agent to obtain cause the Administrative Agent to (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, with a value in excess of $100,000 including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral with a value in excess of $100,000 other than certificated securities and Goods covered by a document in the UCCpossession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Agent shall not have any obligation to Administrative Agent’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, Collateral constituting Goods that are in the possession of a bailee with a value in excess of $100,000 such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Administrative Agent or any other Secured Party) take any action necessary or reasonably requested by the Administrative Agent to protect against any diminution cause the Administrative Agent to have a perfected security interest in value of the Collateralsuch Collateral under applicable law.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Except as otherwise permitted in the Indenture or the applicable Intercreditor Agreement, such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.2(b) and shall use commercially reasonable efforts to defend such security interest Security Interest against the material claims and demands of all Persons whomsoever(except to the extent that the Grantors determine in good faith that the cost of such defense is excessive in relation to the benefit to the Holders of the security interest and priority), in each case other than a Security Interest in assets of such Grantor subject to a disposition that is not prohibited by the rights Indenture to a Person that is not a Guarantor, and in each case subject to Section 2(c). (b) [Reserved]. (c) [Reserved]. (d) Subject to the terms and limitations of such Loan Party under the Loan Documents to dispose Section 4.12 of the Collateral. Such Loan Party will furnish to the Agent from time to time statements Indenture, clause (e) below, Section 2(c) and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestSection 4.1(a), all in reasonable detail. At each Grantor agrees that at any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan PartyGrantor, such Loan Party it will promptly execute or otherwise authorize the filing of any and duly execute all further documents, financing statements, agreements and deliverinstruments, and have recorded, such further instruments and documents and take all such further actions as (including the filing and recording of financing statements and other documents), which are necessary or may be necessary required under any applicable law, or advisable or as required by applicable law for which, subject to the purpose terms of obtaining or preserving any Intercreditor Agreement then in effect, the full benefits of this Agreement and of the rights and powers herein grantedCollateral Agent may reasonably request, including, without limitation, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) UCC in effect in any jurisdiction with respect to the security interests Security Interests created hereby, all at the expense of such Grantor. Each Grantor hereby irrevocably authorizes the Collateral Agent and (ii) its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements and, with notice to the extent commercially reasonableapplicable Grantor, other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the case of Investment Property, Collateral Agent reasonably determines appropriate to perfect the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning Security Interest of the applicable Uniform Commercial CodeCollateral Agent under this Security Agreement; provided, however, that the Collateral Agent shall have no obligation to make such filings. (e) with respect thereto. Notwithstanding anything in this Section 4.1 to the contrary contained herein or in the UCCcontrary, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Indenture to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Guarantor that is required by the Indenture to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take any action to protect against any diminution in value of all actions required by the CollateralIndenture and this Section 4.1. (f) [Reserved]. (g) [Reserved].

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.4 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject except with respect to Liens expressly permitted under Section 7.2 of the Credit Agreement. (b) Subject to the rights provisions of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestSection 10.20, all in reasonable detail. At at any time and from time to time, upon the written request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps or acts that the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such further actions as may be necessary Liens or advisable to otherwise obtain or as required by applicable law for the purpose of obtaining or preserving preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Subject to the provisions of Section 10.20 and the terms of the rights and powers herein granted, includingCredit Agreement, without limitationlimiting the obligations of the Grantors under subsection (b) of this Section, (i) filing any financing upon the request of the Administrative Agent or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralSecured Party, taking such Grantor shall take or cause to be taken all actions (other than any actions necessary required to enable be taken by the Administrative Agent) reasonably requested by the Administrative Agent to obtain cause the Administrative Agent to (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the contrary contained herein Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, ); and (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods in an amount in excess of $250,000 that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Administrative Agent or any other Secured Party) take any action necessary or requested by the Administrative Agent to protect against any diminution cause the Administrative Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section and the obligations imposed on each Grantor by this Section shall be interpreted as broadly as possible in favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 3.2 and Section 2.2 and shall defend such security interest interests and such priority against the claims and demands of all Persons whomsoever, subject to the extent adverse to such Grantor’s ownership rights or otherwise inconsistent with this Agreement or the other Loan Documents; provided, however, that security interests that relate solely to Collateral the aggregate value of which does not exceed $1,000,000 are deemed invalid or unenforceable, such Loan Party invalidity or unenforceability may remain to the extent not constituting an Event of Default under the Loan Documents to dispose Section 9.1(j) of the Collateral. Credit Agreement for the period specified therein. (b) Such Loan Party will Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. detail and in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party will Grantor shall promptly and duly execute and deliver, and have recordedrecorded or authorize the recording of, such further instruments and documents and take such further actions action as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or any other similar lawsRequirement of Law relating to registration of Liens over Intellectual Property or other personal property) in effect in any jurisdiction with respect to the security interests created hereby and (ii) and, subject to Section 7.12 of the extent commercially reasonable, in the case of Investment PropertyCredit Agreement, the execution and delivery of Deposit Accounts, Letter-of-Credit Rights Account Control Agreements and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralSecurities Account Control Agreements.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest to the extent required hereby having at least the priority described in Section 3.2 4.4 hereof, and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights whomsoever (other than holders of such Loan Party under the Loan Documents to dispose of the Collateral. Permitted Liens). (b) Such Loan Party will Grantor shall furnish to the Collateral Agent and the other Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Collateral Agent may reasonably request, all in reasonable detail. detail and in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the written request of the Collateral Agent or the Required Lenders, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly promptly, and in any event within five (5) Business Days, duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request (and which do not contravene the express terms of this Agreement) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) to the extent commercially reasonablewithout limitation of Section 5.5(c) hereof, in the case of Investment Property, the Deposit Accounts (other than Excluded Deposit Accounts), Securities Entitlements, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to . (id) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise To ensure the perfection, maintenance, priority or enforceability of any that a Lien and security interest is granted pursuant toon any of the Excluded Property set forth in clauses (vii) and (viii) of the definition of “Excluded Property”, or contemplated byif reasonably requested by Collateral Agent, such Grantor shall use its commercially reasonable efforts to obtain any Loan Document, (ii) take required consents from any necessary steps to preserve rights against any parties Person with respect to any Collateralmaterial permit or license or any Material Contract with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on any right, title or (iii) take any action to protect against any diminution interest in value of the Collateralsuch permit, license, lease, contract or agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the Credit Agreement, and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 3.2 and shall defend such security interest thereof against the claims and demands not permitted by the Credit Agreement of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibit 2 and Exhibits 3-A, 3-B or 3-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering such After-Acquired Intellectual Property Collateral, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 3-A), the United States Patent and Trademark Office (if in the form of Exhibit 3-B or Exhibit 3-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in reasonable detail. At form and substance reasonably satisfactory to the Collateral Agent. (e) (e) Subject to the Perfection Exceptions, clause (f) below and Sections 3.03(b) hereof, each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 6.14 of the Credit Agreement. (iif) Notwithstanding anything in this Section 4.01 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrower that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, and this Section 4.01. (g) Notwithstanding the foregoing, subject to Section 6.12 of the Credit Agreement, any action required to protect against be taken by any diminution in value Grantor pursuant to this Section 4.01 (other than clause (a) hereof) may be taken by such Grantor, at its option, on or prior to the date the Borrower is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the CollateralCredit Agreement for the fiscal quarter during which the event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall consistent with the Loan Party shall Documents (i) maintain the security interest created by this Agreement as a perfected security interest having at least to the priority described in Section 3.2 extent required hereunder and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever except for, subject to in each case, Permitted Liens (or, in the rights case of such Loan Party Pledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Agreement or created under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestCollateral Documents), all in reasonable detail. At (ii) at any time and from time to time, upon the written reasonable request of the Administrative Agent or the Required LendersLenders through the Administrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable appropriate to create, perfect, establish the priority of, or as required to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving the Required Lenders through the Administrative Agent to enforce, assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights rights, powers and powers privileges herein grantedgranted and (iii) promptly give notice to the Administrative Agent of, includingand shall defend the Collateral against, without limitationand shall take such other action as may be necessary to remove, any Lien (i) filing any financing or continuation statements under the Uniform Commercial Code except for Permitted Liens (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment PropertyPledged Equity Interests, Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Deposit AccountsCredit Agreement or created under the Collateral Documents)) and shall defend the security interest and Lien created by this Agreement against the claims and demands (except for Permitted Liens (or in the case of Pledged Equity Interests, Letter-of-Permitted Liens allowed under Sections 7.1(b) or 7.1(g) of the Credit Rights and any Agreement or created under the Collateral Documents)) of all Persons whomsoever. (b) Each Grantor shall (i) take or cause to be taken all actions (other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent) to cause the Administrative Agent to obtain have “control” (within the meaning of Sections 9-104, 9-106 and 8-106 of the applicable Uniform Commercial CodeUCC) with respect theretoover any Collateral constituting (1) Deposit Accounts (other than Excluded Bank Accounts) and (2) Pledged Equity Interests to the extent that such Equity Interests constitute Certificated Securities and are issued to such Grantor and (ii) provide prior notice to the Administrative Agent before such Grantor opens a new Deposit Account (other than an Excluded Bank Account). Notwithstanding anything to the contrary contained herein or in the UCCforegoing, the Administrative Agent agrees with each Grantor that the Administrative Agent shall not have give any obligation instructions directing the disposition of funds from time to (i) prepare, record, file, re-record, time credited to any Deposit Account or re-file withhold any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve withdrawal rights against any parties from such Grantor with respect to funds from time to time credited to any CollateralDeposit Account unless an Event of Default has occurred and is continuing and upon the cure or waiver of all Events of Default thereafter, or the Administrative Agent shall deliver a notice rescinding such instructions. (iiic) take any action to protect against any diminution This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in value favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor’s Term Loan Party Collateral and such other reports in connection therewith with such Grantor’s Term Loan Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (iiB) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent, (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent commercially reasonableconsisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Investment PropertyPledged Stock, by being held by the Deposit AccountsCollateral Agent, Letter-of-Credit Rights and any other relevant CollateralCollateral Representative or any Additional Agent as agent for the Collateral Agent), taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Codey) with respect thereto. Notwithstanding anything to the contrary contained herein deliver landlord lien waivers, estoppels or in the UCC, the Agent shall not have any obligation to collateral access letters or (iz) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to the Intercreditor Agreement, such Guarantor or Pledgor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority priority, but subject to the limitations with respect to perfection, described in Section 3.2 4.2 and shall shall, in accordance with its business practices from time to time, defend such security interest against the material claims and demands of all Persons persons whomsoever, subject to provided, however, that nothing herein shall limit the rights of such Loan Party Guarantor or Pledgor under the Loan Secured Debt Documents to dispose of the Collateral. Collateral and/or limit the provisions relating to the release of the Liens in the Secured Debt Documents and the Collateral Trust Agreement. (b) Such Loan Party will Guarantor or Pledgor shall furnish to the Agent Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and, in the case of any Guarantor, such other reports in connection with the assets and property of such Loan Party and such other reports in connection therewith Guarantor as the Agent Collateral Trustee may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Trustee, and at the sole expense of such Loan PartyGuarantor or Pledgor, such Loan Party will Guarantor or Pledgor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) with respect to the extent commercially reasonableGuarantors only, in the case of Investment Property, Property and Deposit Accounts that are part of the Deposit Accounts, Letter-of-Credit Rights Collateral and are not Excluded Perfection Assets and any other relevant Collateral, taking any actions necessary to enable the Agent Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything , including executing and delivering and causing the relevant depositary bank or securities intermediary to the contrary contained herein or in the UCC, the Agent shall not have any obligation to execute and deliver a Control Agreement (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralDeposit and Securities Accounts).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor (i) shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by the filing of a financing statement under the Uniform Commercial Code (or other similar Laws) or obtaining “control” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 3.2 4.3 and (ii) shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have shall record or cause to be recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar lawsLaws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Administrative Agent (at the direction of the Required Lenders) and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or thereto and (iii) take any action in the case of Intellectual Property, filings to protect against any diminution in value the United States Patent and Trademark Office, the United States Copyright Office or other similar authority. (d) By virtue of the Collateralexecution and delivery by the Grantors of this Agreement and the entry of the Interim Financing Order (or the Final Financing Order, when applicable), the Administrative Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in the Collateral under the Bankruptcy Code, subject only to the Liens permitted under the Loan Documents, as security for the payment and performance of the Obligations.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever except for Permitted Liens. (b) Subject to the rights of such Loan Party under the Loan Documents to dispose terms of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestIntercreditor Agreement, all in reasonable detail. At at any time and from time to time, upon the written request of the Agent Collateral Trustee or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Collateral Trustee may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Collateral Trustee or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein grantedGrantors under Section 6.02(b), including, without limitation, but subject in each case to the terms of the Intercreditor Agreement: (i) filing any financing upon the request of the Collateral Trustee or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralSecured Party, taking such Grantor shall take or cause to be taken all actions (other than any actions necessary required to enable be taken by the Agent Collateral Trustee) requested by the Collateral Trustee to obtain cause the Collateral Trustee to (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeNY UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the Collateral Trustee, with securities intermediaries, Issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Collateral Trustee and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the NY UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral other than certificated securities and goods covered by a document in the UCCpossession of a Person other than such Grantor or the Collateral Trustee, such Grantor shall obtain written acknowledgment that such Person holds possession for the Agent shall not have any obligation to Collateral Trustee’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Collateral Trustee and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Collateral Trustee or any other Secured Party) take any action necessary or requested by the Collateral Trustee to protect against any diminution cause the Collateral Trustee to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralCollateral Trustee and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to Agent and the Agent Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything , in each case pursuant to documents in form and substance satisfactory to Agent and (iii) during the continuance of an Event of Default, if requested by Agent, delivering, to the contrary contained herein extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or in other Governmental Authority reflecting Agent’s security interest has been recorded therein. (d) Each Grantor authorizes Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the UCC, Collateral (including describing the Agent shall not have any obligation to (i) prepare, record, file, re-recordCollateral as “all assets” of each Grantor, or re-file words of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, perfection continuation statement, or amendment, and each Grantor agrees to furnish any such information to Agent promptly upon request. Any such financing statement, continuation statement statement, or other instrument amendment may be signed (to the extent signature of a Grantor is required under applicable law) by Agent on behalf of any Grantor and may be filed at any time in any public office or jurisdiction. (e) Each Grantor shall, at any time and from time and to time, take such steps as Agent may reasonably request for otherwise ensure the perfectionAgent (i) to obtain an acknowledgement, maintenancein form and substance reasonably satisfactory to Agent, priority or enforceability of any security interest granted pursuant tobailee having possession of any of the Collateral, or contemplated by, any Loan Documentstating that the bailee holds such Collateral for Agent, (ii) to obtain “control” of any letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent’s security interest in any of the Collateral and of the preservation of its rights therein. (f) Without limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request to vest in Agent “control” under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent will arrange, pursuant to procedures satisfactory to Agent and so long as such procedures will not result in Agent’s loss of control, for the Grantors to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce A▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any necessary steps to preserve rights against action by any parties Grantor with respect to any Collateral, such electronic chattel paper or (iii) take any action to protect against any diminution in value of the Collateraltransferable record.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Company shall use commercially reasonable efforts to maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 3.1.2 and shall to defend such the security interest created by this Agreement in the Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law provisions hereof) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by the Company. (b) Except as otherwise permitted by the Indenture, includingthe Company will not impair the rights of the Note Collateral Agent in the Collateral. (c) The Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required or reasonably requested by the Note Collateral Agent (acting at the direction of the requisite Holders pursuant to the terms of the Indenture and in each case at the sole expense of the Company), without limitationso as at all times to maintain the validity, perfection, enforceability and priority of the security interest in and Lien on the Collateral granted to the Note Collateral Agent herein or to enable the Note Collateral Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including (i) immediately discharging all Liens on the Collateral other than Permitted Liens, (iii) filing any financing and continuation statements or similar documents, and (iii) promptly executing and delivering control agreements, and, during the continuance of an Ambac Event of Default, instruments of pledge, notices and assignments and other documents, in each case relating to the creation, validity, perfection, maintenance or continuation statements under of the Uniform Commercial Code Note Collateral Agent’s security interest in and Lien on the Collateral; provided that, notwithstanding any other provision of this Agreement or any other Note Document, the Company will not be required (x) to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other similar lawsLiens) in effect Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any jurisdiction such Collateral, other than in each case, Collateral consisting of the Ambac Note or the Ambac Note Proceeds Collateral Account, if such Collateral consisting of the Ambac Note or the Ambac Note Proceeds Collateral Account is located in a Foreign Jurisdiction or (y) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit, bank or securities account or other Collateral, other than with respect to the security interests created hereby Ambac Note Proceeds Collateral Account. (d) Upon the occurrence and (ii) during the continuance of an Ambac Event of Default, the Note Collateral Agent may liquidate, or notify any bank or securities intermediary subject to an account control agreement to liquidate, any deposit account or securities account or any related investment property maintained or held thereby and remit the proceeds thereof to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralNote Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrowers nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Section 4.16 of the extent commercially reasonable, Credit Agreement and (B) in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, the Deposit Accounts, Letter-of-Credit Rights delivering such Capital Stock or Intercompany Notes and any other relevant Collateralnecessary transfer powers or endorsements (in the case of Intercompany Notes, taking limited to any actions necessary to enable the Agent to obtain “control” (within the meaning such note with a principal amount in excess of the applicable Uniform Commercial Code$5,000,000) with respect thereto. Notwithstanding anything to the contrary contained herein Collateral Agent (or in the UCCanother Person as required under any applicable Intercreditor Agreement), the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action in order to protect against perfect any diminution security interests in value any cash, deposit accounts or securities accounts (except as required by Section 4.16 of the CollateralCredit Agreement and to the extent perfected automatically or by the filing of a financing statement under the Code), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to Section 4.1(d), such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 required by the Loan Documents and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Financing Documents to sell, transfer, lease, license or otherwise dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Trustee, the Administrative Agent and the other Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Trustee or Administrative Agent may reasonably request, all in reasonable detail. At . (c) Subject to Section 4.1(d), such Grantor shall execute any time and from time to timeall further documents, upon the written request of the Agent or the Required Lendersagreements and instruments, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such take all further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, action (i) including filing any financing or continuation statements under the Uniform Commercial Code (and other financing statements, mortgages and deeds of trust and delivering to the Collateral Trustee certificates representing securities pledged under the Security Documents) that may be required under Applicable Law, or other similar laws) that the Collateral Trustee, Majority Lenders or the Administrative Agent may reasonably request, in effect in any jurisdiction with respect order to grant, preserve, protect and perfect the validity and priority of the security interests created hereby and or intended to be created by the Security Documents. (iid) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein in this Agreement or in the UCCany Financing Document, the Agent no Grantor shall not have be required to take any obligation actions to (i) prepare, record, file, re-record, perfect the security interests in deposit accounts or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of investment accounts; (ii) perfect any security interest granted pursuant to, in vehicles; (iii) perfect any security interests in government contracts; (iv) create or contemplated byperfect any security interests in commercial tort claims; (v) grant or perfect any security interests under any law other than the laws of the United States, any Loan Document, State thereof or the District of Columbia; (iivi) perfect any security interests in any Collateral (other than Pledged Stock of the Subsidiaries of the Company that is certificated) by possession; or (vii) take any necessary other steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in perfect security interests where the cost of perfection is not reasonably justified by the practical value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (i) Such Loan Granting Party shall maintain the security interest created by this Agreement in such Granting Party’s Collateral as a perfected security interest having at least the priority described in Section 3.2 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject . Nothing in this Agreement shall require a Granting Party to make any filings or take any other actions outside the rights of such Loan Party under the Loan Documents United States to dispose record or perfect any security interest in favor of the Collateral. Collateral Agent in any Intellectual Property. (ii) Such Loan Granting Party will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Granting Party’s Collateral and such other reports in connection therewith with such Granting Party’s Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (iii) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan Granting Party, such Loan Granting Party will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Granting Party, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within as defined in the meaning of the applicable Uniform Commercial Code) with respect thereto and as required by the terms of this Agreement. (iv) Such Granting Party authorizes the filing by the Collateral Agent of financing or continuation statements, or amendments thereto. Notwithstanding anything , and such Granting Party will execute and deliver to the contrary contained herein Collateral Agent such other instruments or notices, as the Collateral Agent may reasonably request, in order to perfect and preserve the UCC, the Agent shall security interests granted or purported to be granted hereby. (v) Such Granting Party acknowledges that it is not have any obligation authorized to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office amendment or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties termination statement with respect to any Collateral, or (iii) take any action to protect against any diminution financing statement filed in value connection with this Agreement without the prior written consent of the CollateralCollateral Agent, subject to such Granting Party’s rights under Section 9-509(d)(2) of the Code.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor’s Term Loan Party Collateral and such other reports in connection therewith with such Grantor’s Term Loan Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the ABL Credit Agreement is in effect, as required by Subsection 4.16 of the ABL Credit Agreement and (iiB) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent, (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent commercially reasonableconsisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Investment PropertyPledged Stock, by being held by the Deposit AccountsFirst Lien Collateral Agent, Letter-of-Credit Rights and any other relevant CollateralCollateral Representative or any Additional Agent as agent for the Collateral Agent), taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Codey) with respect thereto. Notwithstanding anything to the contrary contained herein deliver landlord lien waivers, estoppels or in the UCC, the Agent shall not have any obligation to collateral access letters or (iz) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b), and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 3.2 and shall defend 4.2 until the Collateral is released from such security interest against the claims and demands of all Persons whomsoever, subject pursuant to the rights terms of Section 9.15 of the Credit Agreement or by operation of law or by agreement of the requisite Lenders or all Lenders and shall cause such Loan Party under Collateral to remain free of Liens other than Permitted Liens. (b) Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Loan Documents Collateral owned by it, in any event to dispose include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral. Such Loan Party will furnish to the Agent from , and, at such time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith or times as the Administrative Agent may reasonably request, all promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in reasonable detail. At form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b), at any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law for reasonably request to better assure, preserve, protect and perfect the purpose of obtaining or preserving security interests granted hereby, the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests and (ii) the filing of any financing or continuation statements under the Uniform Commercial Code or PPSA (or other similar laws) in effect in any applicable jurisdiction within the United States or Canada with respect to the security interests created hereby and hereby. Each Grantor will provide to the Administrative Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights required by this Agreement) and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning priority of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything Lien created or intended to the contrary contained herein or in the UCC, the Agent shall not have any obligation be created pursuant to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralthis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 3.2 subsection 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the U.S. ABL Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the U.S. ABL Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersU.S. ABL Collateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the U.S. ABL Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) to deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the extent commercially reasonable, ABL Credit Agreement and (B) in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the Deposit Accountscase of Intercompany Notes, Letter-of-Credit Rights and limited to any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning such note with a principal amount in excess of the applicable Uniform Commercial Code$3,000,000) with respect thereto. Notwithstanding anything to the contrary contained herein U.S. ABL Collateral Agent (or in the UCC, the Agent shall not have another Person as required under any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateralapplicable Intercreditor Agreement), or (iii) take deliver landlord lien waivers, estoppels or collateral access letters. It is understood and agreed that no Grantor shall be required to file any action fixture filing with respect to protect against any diminution security interest in value of Fixtures affixed to or attached to any real property that is not subject to a Mortgage pursuant to the CollateralABL Credit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2 to the extent that such security interest may be perfected under applicable law, and upon the written request of the Administrative Agent, shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Administrative Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Securities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything . (d) Such Grantor will not establish any additional Deposit Accounts or Securities Accounts having a balance greater than $10,000 individually or $25,000 in the aggregate without executing and delivering, concurrently with the establishment of such account, a control agreement substantially in the form attached hereto as Annex I-A or I-B, as applicable, or as reasonably satisfactory to the contrary contained herein Administrative Agent and the related depositary bank or securities intermediary, as the case may be, in order to perfect the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralAdministrative Agent in such account under the Uniform Commercial Code.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Issuer shall, and shall cause each of its subsidiaries to, do or cause to be done all acts and things necessary to maintain the security interest Security Interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 3.2 3.4 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, and shall maintain and preserve the Lien hereby created so long as any of the Secured Obligations remains unpaid. (b) On request of the Collateral Agent, the Issuer shall promptly (i) correct any defect, error or omission which may be discovered in the contents of this Agreement or any financing statement relating thereto or in the execution or acknowledgment of this Agreement or any financing statement; (ii) execute, acknowledge, deliver and record in any jurisdictions such further instruments (including, without limitation, further security agreements, financing statements, continuation statements and assignments of proceeds) and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and to more fully identify and subject to the Security Interests hereof any property intended to be covered hereby, including without limitation any renewals, additions, substitutions, replacements or accessions to the Collateral; and (iii) execute, acknowledge, deliver and record any document or instrument (including specifically any financing statement) necessary, desirable or proper in any jurisdictions to protect the Lien and Security Interest hereunder against the rights or interests of such Loan Party under the Loan Documents to dispose third persons. The Issuer shall pay all costs connected with any of the Collateral. Such Loan Party will foregoing. (c) The Issuer shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 3.2 subsection 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) to the extent commercially reasonabledeliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, delivering such Capital Stock or Intercompany Notes (in the Deposit Accountscase of Intercompany Notes, Letter-of-Credit Rights and limited to any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning such note with a principal amount in excess of the applicable Uniform Commercial Code$3,000,000) with respect thereto. Notwithstanding anything to the contrary contained herein Collateral Agent (or in the UCC, the Agent shall not have another Person as required under any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateralapplicable Intercreditor Agreement), or (iii) take deliver landlord lien waivers, estoppels or collateral access letters. It is understood and agreed that no Grantor shall be required to file any action fixture filing with respect to protect against any diminution security interest in value of Fixtures affixed to or attached to any real property that is not subject to a Mortgage pursuant to the CollateralCredit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the PPSA (or other similar laws) or obtaining "control" (within the meaning of the STA) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing statements or continuation financing change statements under the Uniform Commercial Code (or other similar laws) PPSA in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Administrative Agent and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeSTA) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or thereto and (iii) take in the case of Intellectual Property, filings to the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, or other similar authority in any action to protect against any diminution jurisdiction in value of the Collateralworld.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section subsection 3.2 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. subsection 3.2(b). (b) Such Loan Party Grantor will furnish to the Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Agent may reasonably request. In addition, within thirty (30) days after the end of each calendar quarter, such Grantor will deliver to the Agent a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional registrations and applications for Copyrights, Patents, Trademarks and any material exclusive Licenses acquired by such Grantor after the date hereof, all in reasonable detail. At . (c) Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, upon at the written reasonable request of the Agent, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any Applicable Law, or which the Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and hereby, all at the expense of such Grantor. (iid) Notwithstanding anything in this subsection 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) take with respect to any action Person that, subsequent to protect against any diminution in value the date hereof, becomes a Subsidiary of the CollateralU.S. Borrower that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this subsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex D hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. At . (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersLenders (or if there are any Additional First Lien Obligations outstanding, and at subject to the sole expense terms of any Intercreditor Agreement, the requisite holders or lenders of such Loan PartyAdditional First Lien Obligations) may reasonably request, such Loan Party will promptly in order (x) to grant, preserve, protect and duly execute perfect the validity and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) UCC in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement or any Additional First Lien Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement or any Additional First Lien Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, any action to protect against any diminution in value of the CollateralAdditional First Lien Agreement or this Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Other than as permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 SECTION 3.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever including without limitation, subject completing the Filings and filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. security interests created hereby. (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, subject to the Intercreditor Agreement, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or and (iii) take in the case of any action to protect against item of Equipment that is covered by a certificate of title under a statute of any diminution in value jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, at the request of the CollateralAdministrative Agent, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and within 30 days after the end of each calendar quarter, deliver to the Administrative Agent copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by filing a filing a financing statements under the Uniform Commercial Code (or other similar laws) or obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Administrative Agent and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or thereto and (iii) take in the case of Intellectual Property, filings to the United States Patent and Trademark Office, the United States Copyright Office or other similar authority in any action to protect against any diminution jurisdiction in value of the Collateralworld.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the ABL Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 3.2 and shall defend such security interest thereof against the claims and demands not permitted by the ABL Credit Agreement of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, on or prior to the date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the ABL Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the forms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral. (d) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with respect to which a Commercial Tort Action was commenced, such Grantor shall on or prior to the date that the Compliance Certificate for the fiscal quarter in which it was commenced is required to be delivered pursuant to Section 6.02(b) of the ABL Credit Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in reasonable detail. At form and substance reasonably satisfactory to the Collateral Agent. (e) Subject to the Perfection Exceptions and clause (f) below, each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 6.14 of the ABL Credit Agreement. (iif) Notwithstanding anything in this Section 4.01 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the ABL Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Company that is required by the ABL Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the ABL Credit Agreement, and this Section 4.01. (g) Notwithstanding the foregoing, subject to Section 6.12 of the ABL Credit Agreement, any action required to protect against be taken by any diminution in value Grantor pursuant to this Section 4.01 (other than clause (a) hereof) may be taken by such Grantor, at its option, on or prior to the date the Company is required to deliver the Compliance Certificate pursuant to Section 6.02(b) of the CollateralABL Credit Agreement for the fiscal quarter during which the event triggering such action occurred or by such later date permitted by this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest (to the extent required hereunder and under the Credit Agreement) having at least the priority described in Section 3.2 3.03 and shall defend such security the right, title and interest of Agent and the Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s or any Secured Party’s consent to any sale or other disposition of any of the Collateral in contravention of the Credit Agreement. No Grantor shall execute, subject authorize or permit to be filed in any recording office any financing statement or other instrument similar in effect covering all or any part of the rights of Collateral or listing such Loan Party under the Loan Documents Grantor as debtor with respect to dispose all or any part of the Collateral. Such Loan Party will furnish to the Agent from time to time , except financing statements and schedules further identifying other instruments filed in respect of Liens expressly permitted under the Credit Agreement. (b) Subject to Section 8.15 and describing Section 8.20 of the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestCredit Agreement, all in reasonable detail. At at any time and from time to time, upon the reasonable written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly promptly, and in any event within five (5) Business Days, duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts (other than Excluded Accounts), Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything thereto to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralextent required hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever it being understood that except for (i) the filing of financing statements or continuation statements under the UCC (or other similar applicable laws) in effect in any jurisdiction with respect to the rights security interests created hereby, or (ii) the taking of such Loan Party under the Loan Documents additional actions required pursuant to dispose Sections 5.2, 5.5, 5.6, 5.8, 5.10 and 5.11 hereof, or Section 5.9 and 5.15 of the CollateralCredit Agreement or otherwise contemplated by Section 4.7(a) hereof or by the terms of any Mortgages (or any landlord consents or similar agreements related thereto), the Grantors shall not be required to take additional affirmative actions to perfect the security interests granted hereunder. (b) Such Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Administrative Agent herein. Such Loan Party financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Administrative Agent herein, including describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the assets and property of such Grantor as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) granted to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights contemplated by Section 5.4(a) above or Section 5.9 and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning 5.15 of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralCredit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party . (b) The Grantor will furnish to the Agent Bank from time to time statements and schedules further identifying and describing the assets and property of such Loan Party the Grantor and such other reports in connection therewith relating to Collateral as the Agent Bank may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersBank, and at the sole expense of such Loan Partythe Grantor, such Loan Party the Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Bank may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent Bank to obtain “control” (within the meaning of the applicable Uniform Commercial Code) ), if necessary for perfection, with respect thereto. . (d) Notwithstanding anything to the contrary contained herein or in the UCCforegoing however, the Agent shall not have any obligation to if no Default exists: (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument the Grantor may retain for collection in any public office or for the ordinary course of business checks representing proceeds of Accounts and Receivables received in the ordinary course of business and may otherwise ensure handle such proceeds in accordance with the perfection, maintenance, priority or enforceability requirements of any security interest granted pursuant to, or contemplated by, any Loan Document, the Revolving Credit Agreement; (ii) take the Grantor may retain any necessary steps letters of credit and money received or held in the ordinary course of business and may otherwise handle such Collateral in accordance with the requirements of the Revolving Credit Agreement; (iii) the Grantor may retain any documents received and further negotiated in the ordinary course of business and may otherwise handle such Collateral in accordance with the requirements of the Revolving Credit Agreement; and (iv) except as contemplated by the Intercreditor Agreement, the Grantor shall not be required to: (A) grant the Bank control over any deposit, commodity or security account, any chattel paper or letter of credit right included in the Collateral and may otherwise handle such Collateral in accordance with the requirements of the Revolving Credit Agreement; and (B) obtain and deliver to preserve rights against the Bank any parties with respect to waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord or bailee; If an Event of Default exists and the Bank requests, then, subject to the prior rights of and directions from the Collateral Agent, the Grantor the shall take such action as the Bank may reasonably request to perfect and protect the security interests of the Bank in all of the Collateral including any of the Collateral described in clauses (A) and (B) above, including the following actions, subject to the Intercreditor Agreement: (i) the delivery to the Collateral Agent or, subject to the terms of the Intercreditor Agreement, the Bank all Collateral the possession of which is necessary to perfect the security interest of the Bank therein; (ii) instructing all account debtors to make payment on Accounts and any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the Bank. The Grantor agrees that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangible) shall be received by it while a Default exists, it shall promptly deliver such proceeds to the Bank with any necessary endorsements, and until such proceeds are delivered to the Bank, such proceeds shall be held in trust by it for the benefit of the Bank and shall not be commingled with any other funds or property of it) and (iii) take any action to protect against any diminution in value other of the Collateralactions excused pursuant to clauses (A) and (B) above.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent required by and having at least the priority described in Section 3.2 (other than by reason of the action or inaction of the Collateral Agent or any Lender) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Agent Collateral Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the assets and property Collateral of such Loan Party and such other reports in connection therewith Grantor as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation financing change statements under the Uniform Commercial Code PPSA (or other similar laws) in effect in any jurisdiction jurisdiction, and any filings, if any, required to be made in the United States Patent and Trademark Office, the United States Copyright Office and in any similar offices in Canada with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment PropertySecurities, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) possession and control with respect thereto. Notwithstanding anything to ; PROVIDED, HOWEVER, that, so long as the contrary contained herein or in the UCC, the Collateral Agent shall not have otherwise requested at a time when an Event of Default shall have occurred and be continuing, such Guarantor shall not be required to take any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, such action under this clause (ii) take with respect to (x) Deposit Accounts other than the Borrower's concentration accounts, (y) with respect to Securities constituting commodity contracts or (z) any necessary steps other Collateral referred to preserve rights against any parties in this clause (ii) until the value of such Collateral exceeds the Canadian Dollar Equivalent of $250,000 with respect to any Collateral, individual item of Collateral or (iii) take any action to protect against any diminution the Canadian Dollar Equivalent of $1,000,000 in value the aggregate for all such items of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 3.2 and shall defend 4.2 hereof until the Collateral is released from such security interest against the claims and demands of all Persons whomsoever, subject pursuant to the rights terms of Section 9.15 or by operation of law or by agreement of the requisite Lenders or all Lenders and shall cause such Loan Party under Collateral to remain free of Liens other than Permitted Liens. (b) Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Loan Documents Collateral owned by it, in any event to dispose include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral. Such Loan Party will furnish to the Agent from , and, at such time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith or times as the Agent may reasonably request, all promptly to prepare and deliver to the Agent a duly certified schedule or schedules in reasonable detail. At form and detail reasonably satisfactory to the Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, at any time and from time to time, upon the written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Agent may be necessary or advisable or as required by applicable law for reasonably request to better assure, preserve, protect and perfect the purpose of obtaining or preserving security interests granted hereby, the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests, (ii) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any applicable jurisdiction within the United States or, subject to Section 3(b)(v), the PPSA (or other similar laws) in effect in any applicable jurisdiction within Canada with respect to the security interests created hereby and (iiiii) the entry into control agreements or delivery of other evidence of “control” in accordance with Section 2.24 of the Credit Agreement. Each Grantor will provide to the Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection (to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights required by this Agreement) and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning priority of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything Lien created or intended to the contrary contained herein or in the UCC, the Agent shall not have any obligation be created pursuant to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralthis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Obligor shall maintain the security interest First Priority Interest created by this Agreement Section 2.1(a) as a perfected security interest having at least (other than with respect to Vehicles) subject only to (i) in the case of the Corporate Collateral, Liens created pursuant to the New Credit Facility Documents, (ii) Liens listed on Schedule 7, (iii) Permitted Liens consisting of Liens securing capital leases and purchase money security interests and (iv) Permitted Liens which have priority described in Section 3.2 by operation of law and shall defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Obligor shall maintain the Second Priority Interest created by Section 2.1(b) as a perfected security interest (other than with respect to Vehicles) subject only to (i) the First Priority Interest, subject (ii) in the case of the Corporate Collateral, Liens created pursuant to the rights New Credit Facility Documents, (iii) Liens listed on Schedule 7, (iv) Permitted Liens consisting of Liens securing capital leases and purchase money security interests and (v) Permitted Liens which have priority by operation of law and shall defend such security interest against the claims and demands of all Persons whomsoever. (c) Such Obligor shall maintain the Third Priority Interests created by Section 2.1(c) and Section 2.1(d) as a perfected security interest (other than with respect to Vehicles) subject only to (i) the First Priority Interest, (ii) the Second Priority Interest, (iii) in the case of the Corporate Collateral, Liens created pursuant to the New Credit Facility Documents, (iv) Liens listed on Schedule 7, (v) Permitted Liens consisting of Liens securing capital leases and purchase money security interests and (vi) Permitted Liens which have priority by operation of law and shall defend such security interest against the claims and demands of all Persons whomsoever. (d) Notwithstanding anything to the contrary contained in this Section, (i) with respect to Intellectual Property, such Obligor shall only be required (A) to maintain, evidence and record, or to assist the Collateral Trustee in connection with the enforcement of its security interest with, the United States Patent and Trademark Office and the United States Copyright Office, or such other applicable Governmental Authority of the United States, or any state, local governmental or political subdivision thereof, and (B) to file Uniform Commercial Code financing statements and maintain and continue the effectiveness thereof and (ii) with respect to the Pledged Securities and Finance Company Equity Interests that are certificated securities, such Obligor shall only be required to (A) deliver to the Collateral Trustee (or any bailee appointed or approved by the Collateral Trustee) the original of such Loan Party under certificated securities, together with stock powers in blank indorsed to the Loan Documents Collateral Trustee or any bailee appointed or approved by the Collateral Trustee, and (B) to dispose of file Uniform Commercial Code financing statements and maintain and continue the Collateral. effectiveness thereof. (e) Such Loan Party Obligor will furnish to the Agent Collateral Trustee and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Obligor and such other reports in connection therewith with the Collateral as the Agent Collateral Trustee may reasonably request, all in reasonable detail. . (f) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Trustee, and at the sole expense of such Loan PartyObligor, such Loan Party Obligor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent Collateral Trustee to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or thereto and (iii) take in the case of any action Pledged Notes, delivering the original of such Pledged Notes to protect against the Collateral Trustee (or any diminution bailee appointed or approved by the Collateral Trustee), duly indorsed in value of a manner satisfactory to the CollateralCollateral Trustee.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests created by this Agreement hereby as a perfected security interest having at least interests (as and to the extent required by Section 3.03(a) and subject to Section 3.03(b)) and subject to no liens, other than any Lien permitted by the ABL Credit Agreement and shall use commercially reasonable efforts to defend the Security Interests created hereby and the priority described in Section 3.2 and shall defend such security interest thereof against the claims and demands not permitted by the ABL Credit Agreement of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, all after the date hereof, obtain an ownership interest in reasonable detail. At any time and from time to timeRegistered Intellectual Property that would, upon had it been owned on the written request date hereof, be considered a part of the Agent Intellectual Property Collateral, or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the Required Lendersdate hereof, and at the sole expense of such Loan Partybe considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such Loan Party will promptly After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits conditions of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything In addition, on or prior to the contrary contained herein or date that each annual and quarterly Compliance Certificate is required to be delivered pursuant to Section 6.02(b) of the ABL Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent agreements substantially in the UCCforms of Exhibits 2-A, 2-B or 2-C hereto (collectively, the Agent “Intellectual Property Security Agreements”), as applicable, covering the After-Acquired Intellectual Property Collateral obtained during the period to which such Compliance Certificate relates, and shall not have record each such agreement with the United States Copyright Office (if in the form of Exhibit 2-A), the United States Patent and Trademark Office (if in the form of Exhibit 2-B or Exhibit 2-C) and any obligation other Governmental Authorities located in the United States necessary to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument perfect the Security Interest hereunder in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the such After-Acquired Intellectual Property Collateral.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party  (a) Each Grantor shall maintain the security interest created by this Agreement as a perfected first priority security interest having at least the priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all Persons whomsoeverpersons.  (b) Each Grantor shall, subject from time to time, as may be required by the rights of such Loan Secured Party under with respect to all Collateral, take all actions as may be requested by the Loan Documents Secured Party to dispose perfect the security interest of the Secured Party in the Collateral. Such Loan Party will furnish , including, without limitation, with respect to all Collateral over which control may be obtained within the Agent meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable, each Grantor shall take all actions as may be requested from time to time statements and schedules further identifying and describing by the assets and property Secured Party so that control of such Loan Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantors.  (c) If any Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, such Grantor shall endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.  (d) If any Grantor shall at any time hold or acquire a commercial tort claim, such Grantor shall (i) notify the Secured Party in a writing signed by such Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party and such other reports in connection therewith as (ii) deliver to the Agent may reasonably request, all in reasonable detailSecured Party an updated Schedule 1.  (e) At any time and from time to time, upon the written request of the Agent or the Required LendersSecured Party, and at the sole expense of such Loan Partythe Grantors, such Loan Party will each Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Secured Party may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party a. Subject to the terms of Section 4.14, such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest (excluding, other than to the extent such Grantor so maintains the security agreements under the Applicable Credit Agreement, under foreign laws) having at least the priority described in Section 3.2 3(g) and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Loan Party under the Loan Documents to dispose of the Collateral. Section 5.15. b. Such Loan Party will Grantor shall furnish to the Agent Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the assets and property of such Grantor as the Agent Collateral Trustee may reasonably requestrequest (but not more frequently than once per quarter), all in reasonable detail. At . c. Subject to the terms of Section 4.14, at any time and from time to time, upon the written request of the Collateral Trustee, or if prior to the Discharge of Credit Agreement Obligations, if requested by the Credit Agreement Collateral Agent or in respect of the Required Lendersequivalent provision in the agreements relating to the Applicable Credit Agreement, and at the sole expense of such Loan PartyGrantor, such Loan Party will Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee or the Credit Agreement Collateral Agent, as applicable, may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Property and any other relevant CollateralCollateral (in each case, other than Deposit Accounts and Securities Accounts), taking any actions necessary to enable the Agent Collateral Trustee (or its bailee or agent) to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a valid perfected security interest (except Money which is not in the possession of the Notes Collateral Agent or as expressly provided herein) having at least the priority described in Section 3.2 3.3 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Notes Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Notes Collateral Agent (acting at the written direction of the Majority Holders) may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Notes Collateral Agent or (acting at the Required Lenderswritten direction of the Majority Holders), and at the sole expense of such Loan PartyGrantor, subject to the Pari Passu Intercreditor Agreement, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Notes Collateral Agent (acting at the written direction of the Majority Holders) may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements statements, or amendments thereto, under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Property and any other relevant CollateralCollateral of the types described in Section 4.2 hereof to the extent required herein, taking any actions necessary to enable the Notes Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or , and (iii) in the UCCcase of Intellectual Property, execute and deliver trademark security agreements, patent security agreements and copyright security agreements substantially in the Agent shall not have any obligation forms of Exhibits C, D and E, respectively, and take all actions necessary to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability recordation of any appropriate evidence of the Liens and security interest granted pursuant to, hereunder in any Intellectual Property with the United States Patent and Trademark Office or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the CollateralUnited States Copyright Office.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.4 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject except for Liens permitted by Section 7.2 of the Note Purchase Agreement. (b) Such Grantor will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), which may be required under any applicable law, or which the Collateral Agent or the Required Purchasers may reasonably request, to effectuate the transactions contemplated by the Note Documents or to grant, preserve, protect or perfect the Liens created by this Agreement and the other Collateral Documents or the validity or priority of any such Lien, all at the expense of the Grantors, including executing and delivering (i) with regard to Copyright registrations and applications, a Copyright Security Agreement substantially in the form of Annex II to this Agreement for filing with the United States Copyright Office, (ii) with regard to Patents, a Patent Security Agreement substantially in the form of Annex II to this Agreement for filing with the United States Patent and Trademark Office and (iii) with regard to Trademark registrations and applications, a Trademark Security Agreement substantially in the form of Annex II to this Agreement for filing with the United States Patent and Trademark Office. Such Grantor also agrees to provide to the rights of such Loan Party under Collateral Agent and the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent Purchasers, from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably upon request, all in reasonable detail. At any time and from time evidence reasonably satisfactory to time, upon the written request of the Collateral Agent or the Required LendersPurchasers, as applicable, as to the perfection and at priority of the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may Liens created or intended to be necessary or advisable or as required created by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and the other Collateral Documents. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitationGrantors under subsection (b) of this Section, (i) filing any financing upon the reasonable request of the Collateral Agent or continuation statements under the Uniform Commercial Code Required Purchasers, such Grantor shall take or cause to be taken all actions (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking than any actions necessary required to enable be taken by the Collateral Agent) reasonably requested by the Collateral Agent or the Required Purchasers to cause the Collateral Agent to obtain (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Collateral Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral other than Pledged Certificated Stock and Goods covered by a Document in the UCCpossession of a Person other than such Grantor, the Collateral Agent (or any designee of the Collateral Agent) or any other Secured Party, such Grantor shall not have any obligation use its commercially reasonable efforts to obtain written acknowledgment that such Person holds possession for the Collateral Agent’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods with a value in excess of $1,000,000 that are in the possession of a bailee, such Grantor shall provide prompt notice to the Collateral Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iii) take other than any actions required to be taken by the Collateral Agent or any other Secured Party or any action required to protect against any diminution be taken by such bailee) necessary or reasonably requested by the Collateral Agent or the Required Purchasers to cause the Collateral Agent to have a perfected security interest in value of the Collateralsuch Collateral under applicable law.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2, and subject to the qualifications set forth in Section 4.2, and shall take all reasonable actions necessary to defend such security interest against the claims and demands of all Persons whomsoever, subject at any time claiming the same or any interest therein (other than Permitted Liens or to the rights of such Loan Party under extent otherwise not required herein) adverse to the Loan Documents to dispose of the Collateral. Administrative Agent. (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property which constitute Collateral of such Loan Party Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. detail to the extent available. (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and and, if applicable, have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights Property and any other relevant CollateralCollateral (excluding in any case (x) security entitlements, securities accounts, commodity contracts, commodity accounts and (y) Deposit Accounts), taking any actions reasonably necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or ; and (iii) take obtaining an acknowledgement, in form and substance satisfactory to the Administrative Agent, of any action to protect against bailee having possession of any diminution in value of the CollateralCollateral that the bailee holds such Collateral for the Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to any provision herein or in the Indenture that expressly provides that Collateral Trustee’s Liens (for the ratable benefit of the Secured Parties) in certain amounts of certain types of Collateral are not required to be created or perfected, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. (b) Subject to the Intercreditor Agreement and without limiting such Grantor’s obligations under Section 4.2(a) hereof, subject to any provision herein or in the rights of such Loan Party under Indenture that expressly provides that Collateral Trustee’s Liens (for the Loan Documents to dispose ratable benefit of the Collateral. Such Loan Party will furnish Secured Parties) in certain amounts of certain types of Collateral are not required to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably requestbe created or perfected, all in reasonable detail. At at any time and from time to time, upon the written request of the Agent or Collateral Trustee (at the direction of the Required Lenders, Holders) and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee (at the direction of the Required Holders) may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, limitation (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Electronic Chattel Paper, Deposit Accounts, Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent Collateral Trustee to obtain “control” Control (within for the meaning ratable benefit of the applicable Uniform Commercial CodeSecured Parties) with respect thereto. Notwithstanding anything , in each case, in accordance with the provisions hereof, (iii) execute or deliver to the contrary contained herein Collateral Trustee any and all fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel, and all other documents (the “Additional Documents”) that the Collateral Trustee (at the direction of the Required Holders) may reasonably request and in form and substance reasonably satisfactory to the Required Holders, to create, perfect, and continue perfection or to better perfect the Collateral Trustee’s Liens in all of the assets that constitutes Collateral of each Grantor under applicable Legal Requirements in the UCCUnited States (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the Agent transactions contemplated hereby and under the other Indenture Documents. (c) To the maximum extent permitted by applicable law, if any applicable Grantor refuses or fails to execute or deliver any reasonably requested Additional Documents, such Grantor hereby authorizes the Collateral Trustee to execute any such Additional Documents in the applicable Grantor’s name, as applicable, and authorizes the Collateral Trustee to file such executed Additional Documents in any appropriate filing office. In furtherance and not in limitation of the foregoing, each Grantor shall not have take such actions as are necessary or that the Collateral Trustee (at the direction of the Required Holders) may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of Grantors other than Excluded Property. (d) Each Grantor will execute and deliver to the Collateral Trustee such other instruments or notices, as are necessary or that the Collateral Trustee may reasonably request (at the direction of the Required Holders), in order to perfect and preserve the security interest granted or purported to be granted hereby under applicable Legal Requirements in the United States. (e) Each Grantor authorizes the Collateral Trustee at any obligation time and from time to time to file, transmit, or communicate, as applicable, financing statements in such form and in such offices as the Collateral Trustee reasonably determines (at the direction of Required Holders) appropriate to perfect the security interests of the Collateral Trustee under this Agreement (i) preparedescribing the Collateral as “all personal property of debtor”, record“all assets of debtor”, file“all personal property now existing or hereafter acquired”, re-record“all assets now existing or hereafter acquired”, “all personal property and assets of Debtor now existing or re-file any financing statement, perfection statement, continuation statement hereafter acquired” or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability words of any security interest granted pursuant to, or contemplated by, any Loan Documentsimilar effect, (ii) take any necessary steps to preserve rights against any parties describing the Collateral as being of equal or lesser scope or with respect to any Collateralgreater detail, or (iii) take that contain any action to protect against any diminution in value information required by Part 5 of Article 9 of the CollateralUniform Commercial Code for the sufficiency or filing office acceptance of such financing statement, in each case, provided, that such authorization shall not impose any such duty upon the Collateral Trustee to file such financing statements. Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by or on behalf of the Collateral Trustee in any jurisdiction. Nothing in this Section 4.2(e) shall relieve any Grantor from its obligation to file financing statements, to file any continuation statements or to otherwise maintain perfection of the Collateral Trustee’s security interest for the benefit of the Secured Parties as such obligations are set forth in this Agreement, the Indenture or any other document (subject to the provisions of Section 4.2(f) hereof). (f) Each Grantor acknowledges that no Grantor is authorized to file any financing statement or amendment or termination statement with respect to any financing statement previously filed in connection with this Agreement or any other Indenture Document, without the prior written consent of the Collateral Trustee (at the direction of the Required Holders), subject to such Grantor’s rights under Section 9- 509(d)(2) of the Code.

Maintenance of Perfected Security Interest; Further Documentation. (a) . (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. . (b) [Reserved] (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to in the extent commercially reasonablecase of Recordable Intellectual Property, the filing of short-form intellectual property security agreements substantially in the form of Annex I attached hereto with the United States Patent and Trademark Office or the United States Copyright Office, as applicable and (iii) in the case of Investment Property, taking, to the Deposit Accountsextent required by the Credit Agreement, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCCthis Agreement, the Agent shall not have any obligation to (i) prepare, record, file, re-recordCredit Agreement, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (iiu) take no Grantor shall be required to enter into any necessary steps to preserve rights against any parties control agreements or control, lockbox or similar arrangements with respect to any CollateralDeposit Accounts, Securities Accounts, Commodities Accounts or, any other assets, (v) no landlord, mortgagee or bailee waivers shall be required, (w) no Grantor shall be required to take any actions to perfect the Administrative Agent’s security interest in any assets (including in Intellectual Property) in any jurisdiction outside of the United States, or reimburse the Administrative Agent for any costs incurred in connection with such actions, (iiix) take register, apply for the registration of, or escrow any action Intellectual Property or software, (y) no notice shall be required to protect against be sent to insurers, account debtors or other contractual third parties when no Event of Default has occurred and is continuing and (z) no mortgages shall be required. (d) At any diminution in value time when the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 10% of all Receivables, upon the request of the CollateralAdministrative Agent and if an Event of Default has occurred and is continuing, such Grantor shall execute and deliver all such documents and instruments, and take all such actions, in order to comply with the requirements of the Federal Assignment of Claims Act and any other similar requirement of any other Governmental Authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Cash Flow Priority Collateral (and, after the assets Discharge of ABL Obligations and property the Discharge of Additional ABL Obligations, such Loan Party Grantor’s ABL Priority Collateral) and such other reports in connection therewith with such Grantor’s Cash Flow Priority Collateral (and, after the Discharge of ABL Obligations and the Discharge of Additional ABL Obligations, such Grantor’s ABL Priority Collateral) as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrower nor any other Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Senior ABL Agreement (or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility) and (iiB) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) so long as the Senior ABL Agreement (or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Agreement (or any corresponding provision of any Additional ABL Credit Facility) and (B) to the extent commercially reasonableconsisting of proceeds perfected automatically or by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction or, in the case of Investment PropertyPledged Stock or Pledged Notes, by being held by the Deposit AccountsCollateral Agent or any Additional Agent as agent for the Collateral Agent), Letter-of-Credit Rights and any other relevant Collateral(y) deliver landlord lien waivers, taking any actions necessary to enable the Agent to obtain “control” estoppels or collateral access letters or (within the meaning of the applicable Uniform Commercial Codez) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall take all actions reasonably necessary to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 (subject to the qualifications set forth therein) and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case, (i) in the case of Collateral consisting of Pledged Equity and Pledged Debt, nonconsensual Liens permitted by all applicable Finance Documents and (ii) in the case of Collateral other than Pledged Equity and Pledged Debt, Liens permitted by all applicable Finance Documents and to the rights of such Loan Party Grantor under all the Loan Finance Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time (i) when an Agent directs the Collateral Agent to request or (ii) during the continuance of an “Event of Default” under and as defined in any Finance Document, statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, subject to the qualifications set forth herein or in the other Finance Documents, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any additional actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or and (iii) take any action to protect against any diminution in value the case of issued, registered and applied for Intellectual Property, filing an Intellectual Property Short Form Security Agreement substantially in the Collateralform of Annex 1 hereto with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Such Grantor will furnish to the Collateral Agent at the time of the delivery of the financial statements provided for in Section 4.03 of the Indenture, a schedule setting forth any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses that are registered (or for which an application to register such items has been filed) with the United States Patent and Trademark Office or the United States Copyright Office (or any successor to either such office) acquired by any Grantor following the Closing Date (or following the date of the last supplement provided to the Collateral Agent pursuant to this Section 4.1(c)), all in reasonable detail. At . (d) Subject to clause (e) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements (and any necessary amendments or continuations thereto) and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersApplicable First Lien Representative may reasonably request, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (iie) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by any First Lien Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by any First Lien Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by such First Lien Agreement or this Section 4.1. (f) Each Grantor agrees that, in the event any Grantor takes any action to protect against any diminution grant or perfect a Lien in value favor of the CollateralCredit Agreement Collateral Agent in any assets, such Grantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent to secure the Obligations, whether or not such action was requested by the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex D hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. At . (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) UCC in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take any action to protect against any diminution in value of all actions required by the CollateralCredit Agreement or this Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected first priority Lien (subject to Excepted Liens that have priority by operation of law) upon the Collateral; provided that Permitted Liens may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. Such Grantor will not create or suffer to be created or permit to exist any Lien, security interest having at least or charge prior or junior to or on a parity with the Lien created by this Agreement upon the Collateral or any part thereof other than Permitted Liens; provided, that no such Liens shall be prior to or pari passu with the Liens created hereby other than Excepted Liens that have priority described in Section 3.2 by operation of law. Such Grantor will warrant and shall defend such security interest the title to the Collateral against the claims and demands of all other Persons whomsoever, subject to whomsoever and will maintain and preserve the rights of such Loan Party under Lien created hereby (and the Loan Documents to dispose priority specified herein) until Payment in Full. If (i) an adverse claim be made against any part of the CollateralCollateral other than Permitted Liens or (ii) any Person, including the holder of a Permitted Lien (other than Excepted Liens), shall challenge the priority or validity of the Liens created by this Agreement, then such Grantor agrees to promptly defend against such adverse claim, take appropriate action to remove such claim or subordinate such Permitted Lien (other than Excepted Liens), in each case, at such Grantor’s sole cost and expense. Such Loan Party will furnish to Grantor further agrees that the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and may take such other reports action as they deem advisable to protect and preserve their interests in connection therewith as the Collateral, and in such event such Grantor will indemnify the Collateral Agent against any and all reasonable and documented out of pocket costs, attorneys’ fees and other expenses which it may reasonably request, all incur in reasonable detail. defending against any such adverse claim. (b) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable as the Collateral Agent may reasonably request to create, perfect, establish at least the priority described in Section 5.03 of, or as required to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Collateral Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitationGrantors under Section 6.02(b), (i) filing all Deposit Accounts, Commodity Accounts and Securities Accounts of any financing or continuation statements Grantor (including the Collateral Accounts, but not including the Excluded Accounts) shall be subject to the Lien of the Collateral Agent under the Uniform Commercial Code this Agreement and such accounts shall be required to be covered by a Control Agreement (or other similar lawsi) in effect the case of the Collateral Accounts and any other Deposit Accounts, Commodity Accounts and Securities Accounts (but not including any Excluded Accounts) of any Grantor in any jurisdiction with respect existence on the date hereof, such Control Agreement to be executed by the security interests created hereby applicable Grantor no later than the date required by Section 9.21 of the Credit Agreement and (ii) to the extent commercially reasonable, in the case of Investment Propertyany Deposit Account, Commodity Account or Securities Account (but not including any Excluded Accounts) by any Grantor opened after the Closing Date (with the prior consent of the Administrative Agent), substantially contemporaneously with (or by such later time as the Administrative Agent may agree to in its sole discretion) the opening of any such Deposit AccountsAccount, Letter-of-Credit Rights Commodity Account or Securities Account. (d) Without limiting the obligations of the Grantors under Section 6.02(b), at any time and any from time to time upon the written request of the Collateral Agent such Grantor shall take or cause to be taken all actions (other relevant Collateral, taking than any actions necessary required to enable be taken by the Collateral Agent or any Lender) reasonably requested by the Collateral Agent to obtain cause the Collateral Agent to (i) have “control” (within the meaning of Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything over any Collateral constituting Electronic Chattel Paper, Investment Property (including certificated Pledged Securities), or Letter-of- Credit Rights, including executing and delivering any agreements, in form and substance reasonably satisfactory to the contrary contained herein or in the UCCCollateral Agent, the Agent shall not have any obligation to (i) preparewith securities intermediaries, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement issuers or other instrument Persons in any public office or for otherwise ensure order to establish “control”, and each Grantor shall promptly notify the perfection, maintenance, priority or enforceability Collateral Agent of such Grantor’s acquisition of any security interest granted pursuant tosuch Collateral, or contemplated by, any Loan Document, and (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or be a “protected purchaser” (iii) take any action to protect against any diminution as defined in value Section 8-303 of the CollateralUCC). (e) This Section 6.02 and the obligations imposed on each Grantor hereof shall be interpreted as broadly as possible in favor of the Collateral Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 3.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. other provisions hereof). (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor’s Term Loan Party Priority Collateral and such other reports in connection therewith with such Grantor’s Term Loan Priority Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any Grantor will be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) so long as the Senior ABL Facility Agreement (or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Facility Agreement (or any corresponding provision of any Additional ABL Credit Facility) and (iiB) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under the ABL/Term Loan Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) so long as the Senior ABL Facility Agreement (or any Additional ABL Credit Facility) is in effect, as required by Subsection 4.16 of the Senior ABL Facility Agreement (or any corresponding provision of any Additional ABL Credit Facility) and (B) to the extent commercially reasonableconsisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Investment PropertyPledged Stock, by being held by the Deposit AccountsCollateral Agent or an Additional Agent as agent for the Collateral Agent), Letter-of-Credit Rights and any other relevant Collateral(y) deliver landlord lien waivers, taking any actions necessary to enable the Agent to obtain “control” estoppels or collateral access letters or (within the meaning of the applicable Uniform Commercial Codez) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties fixture filing with respect to any Collateralsecurity interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or (iii) take obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to protect against be accomplished by this Agreement or any diminution in value of the Collateralother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest interests of the Administrative Agent (for the benefit of the Secured Parties) created by this Agreement as a perfected security interest interests having at least the priority described in Section 3.2 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Grantor will, subject to any limitations set forth herein and in any other Loan Party will Document, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Investment Accounts (other than Excluded Accounts), Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything thereto to the contrary contained herein extent required hereunder. 15 US-DOCS\135805308.19 Agent and delivery to the Administrative Agent of (a) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, and (b) if applicable, a written supplement to Schedule 4 showing the relevant new jurisdiction of organization, location of chief executive office or in the UCCsole place of business, the Agent shall not have any obligation to as appropriate: (i) preparechange its jurisdiction of organization, record, file, re-record, identification number from the jurisdiction of organization (if any) or re-file any financing statement, perfection statement, continuation statement or other instrument in any public the location of its chief executive office or for otherwise ensure the perfectionsole place of business, maintenanceas appropriate, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, from that referred to in Section 4.3; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, change its name; or (iii) take any action to protect against any diminution in value which such Grantor operates as of the CollateralClosing Date.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever (other than to the rights of extent such Loan Party under claims and demands are permitted by the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. Priority Lien Documents). (b) At any time and from time to time, upon the written request of the Agent or the Required Lenders, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, endorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable as the Collateral Agent may reasonably request to create, perfect (other than with respect to Excluded Perfection Assets), establish the priority of, or as required to preserve the validity, perfection (other than with respect to Excluded Perfection Assets) or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Collateral Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights Grantors under Section 6.02(b), other than with respect to Collateral constituting Excluded Perfection Assets, Exempt Goods and powers herein granted, including, without limitation, Exempt Instruments and Chattel Paper: (i) filing such Grantor shall take or cause to be taken all actions (other than any financing actions required to be taken by the Collateral Agent or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iiSecured Party) to cause the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain (A) have “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the applicable Uniform Commercial CodeUCC) over any Collateral constituting Electronic Chattel Paper, Investment Property (including the Pledged Securities), Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Commodity Accounts (other than Excluded Accounts), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Collateral Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Collateral Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the UCC); (ii) with respect thereto. Notwithstanding anything to the contrary contained herein or Collateral other than certificated securities and goods covered by a document in the UCCpossession of a Person other than such Grantor or the Collateral Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Agent shall not have any obligation to Collateral Agent’s benefit; and (iiii) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any CollateralCollateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Collateral Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (iiiother than any actions required to be taken by the Collateral Agent or any other Secured Party) take any action necessary or reasonably requested by the Collateral Agent to protect against any diminution cause the Collateral Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralCollateral Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Subject to the terms of the Intercreditor Agreement: (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest (but only to the extent that such security interest can be perfected by the filing of a financing statement under the Uniform Commercial Code (or other similar Laws) or obtaining “control” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts (other than Permitted Unperfected Accounts) or Investment Property) having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Persons with prior Liens permitted under clause (b) of Section 4.3), subject to the rights of such Loan Party Grantor under the Loan Note Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have shall record or cause to be recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar lawsLaws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Letter-of-Credit Rights (but, in the case of such Letter-of-Credit Rights, only after written request from the Collateral Agent and subject to the last sentence of Section 4.3) and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or thereto and (iii) take any action in the case of Intellectual Property, filings to protect against any diminution in value of the CollateralUnited States Patent and Trademark Office, the United States Copyright Office or other similar authority.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 3.2 and shall defend 4.2 hereof until the Collateral is released from such security interest against the claims and demands of all Persons whomsoever, subject pursuant to the rights terms of Section 9.18 or by operation of law or by agreement of the requisite Lenders or all Lenders with respect to the Canadian Obligations and shall cause such Loan Party under Collateral to remain free of Liens other than Permitted Liens. (b) Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Loan Documents Collateral owned by it, in any event to dispose include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral. Such Loan Party will furnish to the Agent from , and, at such time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith or times as the Agent may reasonably request, all promptly to prepare and deliver to the Agent a duly certified schedule or schedules in reasonable detail. At form and detail reasonably satisfactory to the Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, at any time and from time to time, upon the written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Agent may be necessary or advisable or as required by applicable law for reasonably request to better assure, preserve, protect and perfect the purpose of obtaining or preserving security interests granted hereby, the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests, (ii) the filing of any financing or continuation statements under the Uniform Commercial Code UCC or PPSA (or other similar laws) in effect in any applicable jurisdiction within Canada or the United States with respect to the security interests created hereby and (iiiii) the entry into control agreements or delivery of other evidence of “control” in accordance with Section 2.24 of the Credit Agreement. Each Grantor will provide to the Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection (to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights required by this Agreement) and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning priority of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything Lien created or intended to the contrary contained herein or in the UCC, the Agent shall not have any obligation be created pursuant to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralthis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party The Company shall maintain the security interest created by interests granted in the Collateral pursuant to Section 0 of this Agreement as a first priority, perfected security interest having at least subject only to Liens permitted to exist pursuant to the priority described in Section 3.2 Indenture and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Agent or the Required Lenders, Trustee and at the sole expense of such Loan Partythe Company, such Loan Party the Company will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions action as the Trustee may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby. CHANGES IN LOCATIONS, NAMES, ETC. The Company will not, unless it shall have given the Trustee at least thirty (30) days' prior written notice and (ii) take all action necessary, advisable or requested in good faith by the Trustee to establish and continue the extent commercially reasonable, perfection and priority of the security interests granted in the case Collateral pursuant to Section 0 of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and this Agreement: permit any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Equipment constituting Collateral to be kept at a location other than those listed on Schedule 1 attached hereto; or change its location under the Code) with respect thereto. Notwithstanding anything ; or the location of its chief executive office and chief place of business from that specified in subsection 0; or cease to be a registered organization under the contrary contained herein law of Delaware; or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-recordchange its name, or re-file any financing statement, corporate structure to such an extent that the Code would require the filing of a substitute Financing Statement to continue the perfection statement, continuation statement or other instrument in any public office or for otherwise ensure of the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralcreated hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Loan Party will furnish to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. whomsoever except for Excepted Liens. (b) At any time and from time to time, upon the written request of the Administrative Agent or the Required Lendersany other Secured Party, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions as or cause to be taken any and all steps or acts that may be necessary or advisable or as required the Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by applicable law for this Agreement or to enable the purpose of obtaining Administrative Agent or preserving any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitation, Grantors under Section 6.02(b): (i) filing any financing upon the request of the Administrative Agent or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralSecured Party, taking such Grantor shall take or cause to be taken all actions (other than any actions necessary required to enable be taken by the Administrative Agent or any Lender) requested by the Administrative Agent to obtain cause the Administrative Agent to (A) have “control” (within the meaning of Sections 9.104, 9.105, 9.106, and 9.107 of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, including, without limitation, executing and delivering any agreements, in form and substance satisfactory to the contrary contained herein Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8.303 of the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, ); (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, other than certificated securities and goods covered by a document, in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any action actions required to protect against be taken by the Administrative Agent or any diminution other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in value such Collateral under applicable law. (d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor of the CollateralAdministrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than to the extent such claims or demands are based on Liens permitted under Section 6.1 of the Credit Agreement), subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of the Collateral; provided, however, that no actions shall be required to be taken to perfect a security interest in (i) any Letter-of-Credit Rights with a value of less than $100,000 (other than to the extent a Lien thereon can be perfected by filing a UCC financing statement), (ii) any Deposit Accounts, Commodity Accounts or other Investment Property, the perfection of a security interest in which requires a control arrangement or control agreement (other than the delivery of the Pledged Equity and Pledged Notes to the Administrative Agent to the extent required by this Agreement and other than to the extent a Lien on Investment Property can be perfected by filing a UCC financing statement), (iii) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets constituting Pledged Equity or Pledged Notes) other than to the extent a Lien thereon can be perfected by filing a UCC financing statement, (iv) Vehicles or other assets subject to certificates of title (except to the extent the security interests in such Vehicles or assets can be perfected by filing an “all assets” UCC financing statement) and (v) those assets as to which the Borrower and the Administrative Agent reasonably agree that the cost, burden or consequence (including adverse tax consequences) of perfecting such a security interest are excessive in relation to the value of the security to be afforded thereby. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to deliver any Pledged Equity to the Administrative Agent prior to the date that is 30 days after the date of this Agreement. (b) Such Loan Party Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. At . (c) Subject to the proviso in Section 4.3(a), at any time and from time to time, upon the reasonable written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, as applicable, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralhereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interests of the Collateral Agent and the other Secured Parties created by this Agreement as a perfected Security Interests (to the extent such security interest interests are required to be perfected under the terms of this Agreement) having at least the priority described in Section 3.2 (except to the extent that any loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under this Agreement or from the failure of the Administrative Agent or the Collateral Agent to file UCC continuation statements (or similar statements or filings in other jurisdictions) or otherwise solely as a result of acts or omissions by the Administrative Agent, the Collateral Agent or any Lender) and shall use commercially reasonable efforts to defend such security interest Security Interests against the claims and demands of all Persons whomsoeverwhomsoever (other than (i) to the extent such claims or demands are based on Permitted Liens and (ii) to the extent that the Top Borrower and the Collateral Agent agree that the cost of such defense is excessive in relation to the benefit to the Secured Parties of the Security Interest and priority), subject to the rights of such Loan Party Grantor under the Loan Documents or with the written consent of the Collateral Agent in its sole discretion to dispose of Collateral. (b) To the Collateral. Such Loan Party extent required by law to be provided to perfect, register or enforce the relevant Security Interests, such Grantor will furnish to the Collateral Agent from time to time (but, unless (x) required to be provided by local law or (y) an Event of Default has occurred and continuing, not more than annually) statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the reasonable written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) authorizing the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and (ii) filing and recording documents necessary to record the Collateral Agent’s and the other Secured Parties’ security interest in such Grantor’s Intellectual Property to the extent commercially reasonablethat such Intellectual Property is material to the business of the Holdings, the Top Borrower and the Restricted Subsidiaries, taken as a whole, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights any and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralall Intellectual Property Registries.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Pledged Securities, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything , provided that each Grantor (A) shall deliver to the contrary contained herein or in the UCC, the Administrative Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties a Control Agreement with respect to any Collateraleach Deposit Account, or (iii) take any action Securities Account and Commodity Account listed on Schedule 7.10 to protect against any diminution the Credit Agreement within the time period set forth in value Section 7.10 of the CollateralCredit Agreement and (B) shall not maintain any assets in any new Deposit Account, Securities Account or Commodity Account unless it has delivered to the Administrative Agent a Control Agreement with respect to such new Deposit Account, Securities Account or Commodity Account.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the Security Interests created hereby as perfected first priority security interest created by this Agreement as a perfected security interest having at least interests (subject to any Permitted Lien and the priority described in Section 3.2 terms of the Intercreditor Agreement) and shall defend such security interest the Security Interests created hereby and the priority thereof against the claims and demands not expressly permitted by the Term Loan Credit Agreement of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Each Grantor agrees that should it, all after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such Grantor shall, upon the reasonable detail. At request of the Collateral Agent and, in any event, no more than once every fiscal quarter, execute and deliver to the Collateral Agent agreements substantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired Intellectual Property Collateral, with the agreement substantially in the form of Exhibit 3 hereto to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is United States Registered Intellectual Property. (d) Subject to clause (e) below and Section 3.3(b), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Collateral Agent or the Required LendersLenders may reasonably request, in order (x) to grant, preserve, protect and at perfect the sole expense of such Loan Party, such Loan Party will promptly validity and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and priority of the security interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 8.14 of the Term Loan Credit Agreement. (iie) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Term Loan Credit Agreement to be subject to the Lien created hereby or (iiiii) take with respect to any action Person that, subsequent to protect against any diminution in value the date hereof, becomes a Subsidiary of the CollateralBorrower that is required by the Term Loan Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Credit Agreement or this Section 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. . (b) Such Loan Party Grantor will furnish to the Agent and Lenders from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. . (c) At any time and from time to time, upon the written request of the Agent or the Required LendersAgent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonableexcept as otherwise provided in Section 5.1, in the case of Investment Property, the Deposit Accounts, Letter-of-Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything , in each case pursuant to documents in form and substance satisfactory to Agent and (iii) during the continuance of an Event of Default, if requested by Agent, delivering, to the contrary contained herein extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or in other governmental authority after information reflecting Agent's security interest has been recorded therein. (d) Each Grantor authorizes Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the UCC, Collateral (including describing the Agent shall not have any obligation to (i) prepare, record, file, re-recordCollateral as "all assets" of each Grantor, or re-file words of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, perfection continuation statement, or amendment, and each Grantor agrees to furnish any such information to Agent promptly upon request. Any such financing statement, continuation statement statement, or other instrument amendment may be signed (to the extent signature of a Grantor is required under applicable law) by Agent on behalf of any Grantor and may be filed at any time in any public office or jurisdiction. (e) Each Grantor shall, at any time and from time and to time, take such steps as Agent may reasonably request for otherwise ensure the perfectionAgent (i) to obtain an acknowledgement, maintenancein form and substance reasonably satisfactory to Agent, priority or enforceability of any security interest granted pursuant tobailee having possession of any of the Collateral, or contemplated by, any Loan Documentstating that the bailee holds such Collateral for Agent, (ii) except as otherwise provided in Section 5.1, to obtain "control" of any letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes "control" for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (iii) otherwise to insure the continued perfection and priority of Agent's security interest in any of the Collateral and of the preservation of its rights therein. (f) Without limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any Collateral that is electronic chattel paper or any "transferable record", as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request to vest in Agent "control" under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent will arrange, pursuant to procedures satisfactory to Agent and so long as such procedures will not result in Agent's loss of control, for the Grantors to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce A▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any necessary steps to preserve rights against action by any parties Grantor with respect to any Collateral, such electronic chattel paper or (iii) take any action to protect against any diminution in value of the Collateraltransferable record.

Maintenance of Perfected Security Interest; Further Documentation. Such Loan Party (a) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 3.2 and shall defend 4.2 hereof until the Collateral is released from such security interest against the claims and demands of all Persons whomsoever, subject pursuant to the rights terms of Section 9.14 of the Credit Agreement or by operation of law or by agreement of the requisite Lenders or all Lenders with respect to the Canadian Obligations and shall cause such Loan Party under Collateral to remain free of Liens other than Permitted Liens. (b) Each Grantor agrees to use its commercially reasonable efforts to maintain, at its own cost and expense, complete and accurate records in all material respects with respect to the Loan Documents Collateral owned by it, in any event to dispose include complete accounting records in all material respects with respect to all payments and proceeds received with respect to any part of the Collateral. Such Loan Party will furnish to the Agent from , and, at such time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith or times as the Administrative Agent may reasonably request, all promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in reasonable detail. At form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any Collateral. (c) Subject to the provisions of Section 5.9(d) of the Credit Agreement and Section 3(b) hereof, at any time and from time to time, upon the written request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law for reasonably request to better assure, preserve, protect and perfect the purpose of obtaining or preserving security interests granted hereby, the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests, (ii) the filing of any financing statements or continuation financing change statements under the Uniform Commercial Code (or other similar laws) PPSA in effect in any applicable jurisdiction within the Canada with respect to the security interests created hereby and (iiiii) the entry into control agreements or delivery of evidence of “control” in accordance with Section 2.21 of the Credit Agreement. Each Grantor will provide to the Administrative Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection (to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights required by this Agreement) and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning priority of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything Lien created or intended to the contrary contained herein or in the UCC, the Agent shall not have any obligation be created pursuant to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) take any action to protect against any diminution in value of the Collateralthis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party shall Grantor shall, at the reasonable request of the Administrative Agent, take any and all commercially reasonable actions to maintain the security interest created by this Agreement as a perfected security interest (subject to the qualifications set forth in Section 4.3(a)) having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Loan Party Grantor under the Loan Documents to dispose of any Collateral; provided that, nothing in this Agreement shall prevent any Grantor from discontinuing the Collateral. Such Loan Party will furnish operation or maintenance of any of its assets or properties if such discontinuance is permitted by the Credit Agreement; provided, further, that, nothing in this Agreement shall require a Grantor to the Agent from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. take any Excluded Actions (except for filings made with WIPO for U.S. Trademarks filed under 15 U.S.C. §66). (b) At any time and from time to time, upon the written reasonable request of the Agent or the Required LendersAdministrative Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may be necessary or advisable or as required by applicable law reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and hereby, (ii) to the extent commercially reasonablerequired by Section 5.2 hereof, in the case of Investment Property, the Deposit Accounts (other than Excluded Accounts), Securities Entitlements and Securities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything , including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the contrary contained herein Administrative Agent, (iii) to the extent required by Section 5.2 hereof, maintaining Securities Entitlements, Securities Accounts and Deposit Accounts (other than Excluded Accounts) only with financial institutions that have agreed to comply with Entitlement Orders and instructions issued or originated by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent, (iv) to the extent required by Section 5.2 hereof, delivering to the Administrative Agent originals of all Instruments, Documents and Chattel Paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent’s security interest therein, duly pledged, endorsed, or assigned to the Administrative Agent without restriction; (v) delivering to the Administrative Agent or, prior to the discharge of the ABL Obligations, the ABL Agent all letters of credit with the face value in excess of $500,000 constituting Collateral on which such Grantor is named beneficiary; (vi) executing and delivering of confirmatory written instruments pledging to the Administrative Agent, for the benefit of the Secured Parties, the Collateral with respect to such Grantor (but the failure to do so shall not affect or limit any security interest or any other rights of the Secured Parties in and to the Collateral with respect to such Grantor) and (viii) taking such other steps as are reasonably deemed necessary by the Administrative Agent to maintain and protect the continued perfection and priority of the Administrative Agent’s security interest in any of the Collateral and of the preservation of its rights therein (subject to the qualifications set forth in Sections 3.2 and 4.3(a)). (c) If any Collateral with the market value in excess of $1,000,000 is at any time in the UCCpossession or control of any individual warehouseman, bailee, or any of such Grantor’s agents or processors, then such Grantor shall notify the Administrative Agent shall not have any obligation to thereof and shall, at the request of the Administrative Agent or the ABL Agent as provided in the ABL Intercreditor Agreement, (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure notify such Person of the perfection, maintenance, priority or enforceability of any Administrative Agent’s and the ABL Agent’s security interest granted pursuant to, or contemplated by, any Loan Documentin such Collateral, (ii) take any necessary steps instruct such Person to preserve rights against any parties with respect hold all such Collateral for the Administrative Agent or the ABL Agent’s account, as provided in the ABL Intercreditor Agreement, subject to any Collateralthe Administrative Agent’s or the ABL Agent’s, or as applicable, instructions and (iii) take any action to protect against any diminution in value commercially reasonable steps on behalf of the CollateralAdministrative Agent or the ABL Agent, as applicable, to obtain an acknowledgment, in form and substance reasonably satisfactory to the Administrative Agent and the ABL Agent, stating that the warehouseman and/or bailee holds such Collateral for the Administrative Agent and the ABL Agent except, in each case, (i) where the Borrower reasonably determines after the use of commercially reasonable efforts that such acknowledgement cannot be obtained without undue effort or expense or (ii) where such acknowledgement was not provided to the ABL Agent. (d) If any Collateral with the market value in excess of $500,000 is at any time located at any operating facility of any Grantor which is not owned by such Grantor, such Grantor shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Administrative Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral except, in each case, (i) where the Borrower reasonably determines after the use of commercially reasonable efforts that such waiver or subordination cannot be obtained without undue effort or expense or (ii) where such waiver or subordination was not provided to the ABL Agent. (e) Such Grantor will furnish to the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Administrative Agent, may reasonably request, all in reasonable detail.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 3.2 3.1 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Section 3.2(c). (b) Such Loan Party Grantor will furnish to the Agent Collateral Agent, the Lenders and any other First Lien Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Loan Party Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement substantially in the form of Annex A hereto with respect to any additional Copyrights, Patents and Trademarks registered or applied for with the United States Patent and Trademark Office or the United States Copyright Office and acquired by such Grantor after the date hereof, all in reasonable detail. At . (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, upon at the written request expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including all applicable documents required under Section 3.2(b)(i)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required LendersSecured Parties may reasonably request, and at the sole expense of such Loan Party, such Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or advisable or as required by applicable law for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby and all applicable documents required under Section 3.2(b)(i)(C), all at the expense of such Grantor. (iid) Notwithstanding anything in this Section 4.1 to the extent commercially reasonablecontrary, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant to, or contemplated by, any Loan Document, (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral, assets acquired by such Grantor after the date hereof that are required by the Credit Agreement or any Additional First Lien Agreement to be subject to the Lien created hereby or (iiiii) with respect to any Person that, subsequent to the date hereof, becomes a Domestic Subsidiary that is required by the Credit Agreement or any Additional First Lien Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, any action to protect against any diminution Additional First Lien Agreement or this Section 4.1. (e) The Collateral Agent has a first priority security interest in value the Deposit L/C Loan Collateral Account which security interest is perfected by Control (as defined in Section 9-104 of the CollateralUCC). No Pledgor shall grant Control of the Deposit L/C Loan Collateral Account to any person other than the Collateral Agent and no Pledgor shall grant Control of any other Deposit Account to any other Person, except in connection with a Permitted Lien.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Loan Party Grantor shall take all actions necessary or desirable to maintain the security interest created by this Agreement as a perfected security interest having at least the priority required by this Agreement and described in Section 3.2 3.03 and shall defend such security the right, title and interest of the Collateral Agent and the Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever. The inclusion of Proceeds in the Collateral shall not be deemed to constitute the Collateral Agent’s or any Secured Party’s consent to any sale or other disposition of any of the Collateral in contravention of the Credit Agreement. No Grantor shall execute, subject authorize consent to or otherwise permit to the rights filing in any recording office of any financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Loan Party under the Loan Documents Grantor as debtor with respect to dispose all or any part of the Collateral. Such Loan Party will furnish to the Agent from time to time , except financing statements and schedules further identifying and describing the assets and property other instruments filed in respect of such Loan Party and such other reports in connection therewith as the Agent may reasonably request, all in reasonable detail. At any time and from Permitted Liens. (b) From time to time, upon the written request of the Agent or the Required LendersCollateral Agent, and at the sole expense of such Loan PartyGrantor, such Loan Party Grantor will promptly promptly, and in any event within five (5) Business Days, duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may be reasonably request that are necessary or advisable or as required by applicable law for the purpose of obtaining or preserving desirable in order to obtain and/or preserve the full benefits of this Agreement and of the rights and powers herein grantedgranted to the Collateral Agent, including, without limitation, the (i) filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any such actions reasonably necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. Notwithstanding anything , in each case subject to the contrary contained herein or Collateral and Guarantee Requirements. (c) Without limiting the generality of the foregoing, and subject to Section 6.15 of the Credit Agreement and, in each case (other than Excluded Accounts and De Minimis Accounts), each Grantor will maintain each of its Deposit Accounts only with banks (each a “Pledged Account Bank”) that have entered into Control Agreements pursuant to which such Pledged Account Bank has agreed with such Grantor and the Collateral Agent to comply after the occurrence of an Event of Default, with instructions originated by the Collateral Agent directing the disposition of funds in such Deposit Account without the further consent of such Grantor (provided, however, with respect to Deposit Accounts acquired after the Closing Date, the Grantors shall have the time periods described in the UCCCollateral and Guarantee Requirements to enter into such Control Agreements). (d) After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall not have may, at any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest granted pursuant time and without notice to, or contemplated byconsent from, any Loan Documentthe Grantor, (iitransfer, or direct the transfer of, funds from the Deposit Account(s) take any necessary steps to preserve rights against any parties with respect to any which are Collateral, or (iii) take any action to protect against any diminution in value of satisfy the CollateralGrantor’s obligations under the Loan Documents.