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

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or law and which the Collateral Agent or the Required Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such U.S. Grantor shall maintain the Security Interest security interest created by this Security Agreement in such U.S. Grantor’s Collateral as a perfected Security Interest having at least security interest as and to the priority extent described in Section 3.1 subsection 4.2.2 and shall to defend the security interest created by this Agreement in such Security Interest U.S. Grantor’s Collateral against the claims and demands of all Persons whomsoever, in each case whomsoever (subject to Section 3.2(cthe other provisions hereof). (b) Such U.S. Grantor will furnish to the ABL Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor U.S. Grantor’s Collateral and such other reports in connection therewith with such U.S. Grantor’s Collateral as the ABL Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such U.S. Grantor, it such U.S. Grantor will promptly and duly execute any and all deliver such further documents, financing statements, agreements instruments and instruments, documents and take all such further actions (including as 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 ABL Collateral Agent or the Required Lenders may reasonably request, in order (i) to grant, preserve, protect request for the purpose of obtaining or preserving the full benefits of this Agreement 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 Collateralpowers herein granted by such U.S. Grantor, including including, without limitation, 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; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Parent Borrower nor any U.S. 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 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, (ii) 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 ABL Credit Agreement and (B) in the case of Security Interests created hereby and all applicable documents Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the ABL Collateral Agent (or another Person as required under Section 3.2(b)(Cany applicable Intercreditor Agreement), all at (iii) 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 expense ABL Credit Agreement and (B) to the extent consisting of such Grantorproceeds perfected by the filing of a financing statement under the Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent), (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) Notwithstanding anything in this Section 4.1 to The ABL Collateral Agent may grant extensions of time for the contrarycreation and perfection of security interests in, (i) or obtaining a delivery of documents or other deliverables with respect to to, particular assets of any assets created U.S. Grantor where it determines that such action cannot be accomplished without undue effort or acquired by such Grantor after the date hereof that are required expense by the Credit Agreement time or times at which it would otherwise be required to be subject to the Lien created hereby accomplished by this Agreement or (ii) 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 belowother Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) 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 3.1 5.4 and shall defend such Security Interest security interest against the claims and demands of all Persons whomsoever, in each case subject to except for Liens permitted by Section 3.2(c)7.2 of the Credit Agreement. (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 statements, fixture filings, Mortgages 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 Administrative Agent or the Required Lenders may reasonably request, in order (i) to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect and 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. Such Grantor also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Security Interests Liens created or intended to be created hereby or (ii) to enable by this Agreement and the other 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such GrantorDocuments. (dc) Notwithstanding anything in Without limiting the obligations of the Grantors under subsection (b) of this Section 4.1 to the contrarySection, (i) with respect to any assets created or acquired by upon the reasonable request of the Administrative Agent, such Grantor after the date hereof that are shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent) reasonably 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 9-107 of the UCC) over any Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Agreement to be subject Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Lien created hereby 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); (ii) with respect to Collateral other than Pledged Certificated Stock and Goods covered by a Document in the possession of a Person other than such Grantor, the Administrative Agent (or any designee of the Administrative Agent) or any other Secured Party, such Grantor shall use its commercially reasonable efforts to obtain written acknowledgment that such Person thatholds possession for the Administrative Agent’s benefit; and (iii) with respect to any Collateral constituting Goods with a value in excess of $1,000,000 that are in the possession of a bailee, subsequent such Grantor shall provide prompt notice to the date hereofAdministrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, becomes a Subsidiary that is and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Credit Agreement Administrative Agent or any other Secured Party or any action required to become a party hereto, the relevant Grantor after the acquisition be taken by such bailee) necessary or creation thereof shall promptly take all actions required reasonably requested by the Credit Agreement, this Section 4.1 or Section 4.5 belowAdministrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(csubsection 3.2(b). (b) Such Grantor will furnish to the Collateral Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(csubsection 3.2(b), each Grantor agrees that at any time and from time to time, at the 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 and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable lawApplicable Law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (ix) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (iiy) 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 PPSA in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section subsection 4.1 to the contrary, (i) with respect to any assets created or constituting Collateral acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the U.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, Agreement or this Section 4.1 or Section 4.5 belowsubsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(csubsection 3.2(b). (b) Such Grantor will furnish to the Collateral Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral 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. (c) Subject to clause (d) below and Section 3.2(csubsection 3.2(b), each Grantor agrees that at any time and from time to time, at the 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 statements, fixture filings, mortgages, deeds of trust and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable lawApplicable Law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (ix) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (iiy) 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section subsection 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the U.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, Agreement or this Section 4.1 or Section 4.5 belowsubsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 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. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, in order (ix) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (iiy) 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 UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Loan Party 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 3.1 3.2 and shall defend such Security Interest security interest against the claims and demands of all Persons whomsoever, in each case whomsoever subject to Section 3.2(c). (b) the rights of such Loan Party under the Loan Documents to dispose of the Collateral. Such Grantor Loan Party 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 Grantor Loan Party 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), each Grantor agrees that at all in reasonable detail. At any time and from time to time, at upon the expense written request 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 Lenders 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 reasonably requestbe 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, in order including, without limitation, (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 (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 documents required under Section 3.2(b)(C), all at the expense of such Grantor. (dUniform Commercial Code) with respect thereto. Notwithstanding anything in this Section 4.1 to the contrarycontrary 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 assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby Collateral, or (iiiii) with respect take any action to protect against any Person that, subsequent to diminution in value of 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 belowCollateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 and other documents, including all applicable documents required under Section 3.2(b)(C3.2(b)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C3.2(b), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary 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, Agreement or this Section 4.1 or 4.1. (e) Each Grantor shall comply with the provisions of Section 4.5 below9.15 of the Credit Agreement as it relates to any of such Grantor’s Controlled Accounts.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section subsection 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(csubsection 4.1(e). (b) Such Within 30 days after the end of each calendar quarter, such Grantor will furnish deliver to the Notes Collateral Agent (i) copies of all such certificates of title issued during such calendar quarter with the notation thereon of the Notes Collateral Agent’s Security Interest created hereunder in the items of Equipment covered hereby and (ii) a written supplement hereto substantially in the Lenders from time form of Annex 2 hereto with respect to time statements any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and schedules further identifying and describing the assets and property of Trademark Licenses acquired by such Grantor and such other reports after the date hereof, all in connection therewith as the Collateral Agent may reasonably requestreasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Each Grantor agrees that at any time and from time to time, 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 statements, fixture filings, mortgages, deeds of trust 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 Notes Collateral Agent or the Required Lenders may reasonably request, 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 Notes 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section subsection 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement Indenture to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by “Guarantor” under and as defined in the Credit Agreement to become a party heretoIndenture, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit AgreementIndenture or this subsection 4.1. (e) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Section 4.1 Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Codes of the relevant State(s), (ii) filings approved by United States government offices (or Section 4.5 belowother applicable foreign jurisdictions) with respect to Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments or Negotiable Documents in excess of $500,000 or any Certificated Securities, possession by the Notes Collateral Agent in the United States or (iv) obtaining Control Agreements over Deposit Accounts and Securities Accounts other than Excluded Accounts. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States except as provided in the foregoing clause (ii).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and subject to the qualifications described in Section 3.2 shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c)whomsoever other than the holders of Liens permitted by the Credit Agreement. (b) Such 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 Grantor 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)below, each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests Interest 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 in effect in any jurisdiction with respect to the Security Interests Interest created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby constitute Collateral or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor 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), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 4.1. (e) In order better to perfect the security interest of the Secured Parties in ABL Controlled Accounts which are subject to Applicable Control Agreements, each Grantor hereby grants to the Receivables Collateral Agent, for the benefit of the Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the ABL Controlled Accounts. In the event any Applicable Control Agreement ceases to be in effect upon repayment in full of the ABL Facility, if an Event of Default exists at the time such Applicable Control Agreement so ceases to be in effect, each Grantor shall cause its ABL Controlled Accounts that were subject to such Applicable Control Agreements to become subject to a Control Agreement on substantially similar terms in favor of the Collateral Agent. The Collateral Agent hereby agrees that unless an Event of Default has occurred and is continuing, it will not provide any “notice of sole control” (or Section 4.5 below.equivalent notice) under any such Control Agreement

Maintenance of Perfected Security Interest; Further Documentation. (ai) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 required by the Credit Agreement and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c)Permitted Liens. (bii) Such Subject to the Agreed Security Principles, such 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 Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (ciii) Subject to clause (d) below and Section 3.2(c), each Each Grantor agrees that at any time and from time to time, 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 and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable law, or which which, the Collateral Agent or the Required Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under this Section 3.2(b)(C4.03(a)(iii), all at the expense of such Grantor. (div) Notwithstanding anything in this Section 4.1 4.03 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement and this Section 4.1 or Section 4.5 below4.03.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (ba) Such 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 Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, at the time of the delivery of Section 7.01 Financials, such Grantor will deliver to the Administrative Agent and the Collateral Agent a written supplement substantially in the form of Annex A hereto with respect to any additional Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses developed or acquired by such Grantor after the Closing Date, all in reasonable detail. (cb) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (dc) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof Closing Date that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereofClosing Date, 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 belowwithin the time period set forth therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 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, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor U.S. Institution Subsidiary shall maintain the Security Interest created by this Security Collateral Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Grantor 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 Grantor 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), each Grantor such U.S. Institution Subsidiary agrees that at any time and from time to time, at the expense of such GrantorU.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 required under described in Section 3.2(b)(C3.2(b)(i)(B)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under described in Section 3.2(b)(C3.2(b)(i)(B), all at the expense of such Grantor.U.S. Institution Subsidiary. G-9 EAST\142256231.3 (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor U.S. Institution Subsidiary after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 U.S. Institution Subsidiary after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such The 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 the Grantor 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), each the Grantor agrees that at any time and from time to time, at the expense of such the 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 Lenders may reasonably request, 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 UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such the Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such the Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 heretohereby, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(csubsection 3.2(b). (b) Such Grantor will furnish to the Collateral Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (c) Subject to clause (d) below and Section 3.2(csubsection 3.2(b), each Grantor agrees that at any time and from time to time, at the 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 and other documents, including all applicable documents required under Section 3.2(b)(C)), which may be required under any applicable lawApplicable Law, or which the Collateral Agent or the Required Lenders may reasonably request, in order (ix) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (iiy) 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section subsection 4.1 to the contrary, (i) with respect to any assets created or constituting Collateral acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the U.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, Agreement or this Section 4.1 or Section 4.5 belowsubsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain Maintain the Security Interest security interest created by this Security Agreement as a perfected Security Interest security interest to the extent and having at least the priority described in Section 3.1 and 3.2 hereof and, subject to the Intercreditor Agreement, shall defend such Security Interest security interest against the claims and demands of all Persons whomsoever, ; provided that the Collateral Agent shall release liens and security interests in each case subject to Section 3.2(c)any Collateral which is sold or otherwise disposed of in accordance with the terms of the Indenture and the other Indenture Documents and the Intercreditor Agreement. (b) Such Grantor will furnish Furnish to the Collateral Agent and the Lenders other Secured Parties from time to time time, at such Grantor’s sole cost and expense, statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may request. (c) Subject to clause (d) below and Section 3.2(c)the Intercreditor Agreement, each Grantor agrees that at any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, it such Grantor will promptly and duly execute any (as required by applicable law), deliver and/or have recorded with appropriate agencies such further instruments and all further documents, financing statements, agreements and instruments, documents 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 as the Collateral Agent may request for the purpose of obtaining or preserving the Required Lenders may reasonably request, in order (i) to grant, preserve, protect full benefits of this Agreement 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 Collateralpowers herein granted, including including, without limitation, 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 security interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantorhereby. (d) Notwithstanding anything in This Section 4.5 and the obligations imposed on each Grantor by this Section 4.1 4.5 shall be interpreted as broadly as possible in favor of the Collateral Agent and the Secured Parties in order to effectuate the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit purpose and intent of this Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and subject to the qualifications described in Section 3.2 shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c)whomsoever other than the holders of Liens permitted by the Credit Agreement. (b) Such 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 Grantor 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)below, each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority of the Security Interests Interest 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 in effect in any jurisdiction with respect to the Security Interests Interest created hereby and all applicable documents required under Section 3.2(b)(C3 .2(b)( C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby constitute Collateral or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1. (e) In order better to perfect the security interest of the Secured Parties in ABL Controlled Accounts which are subject to Applicable Control Agreements, each Grantor hereby grants to the ABL Collateral Agent, for the benefit of the Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the ABL Controlled Accounts and shall enter into any Applicable Control Agreements as required by the ABL Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Grantor will furnish to the Collateral Agent and 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 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. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, 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 and other documents, including all applicable documents required under Section 3.2(b)(C3.2(b)(i)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders Secured Parties may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C3.2(b)(i)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or 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 (ii) 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 Additional First Lien Agreement or this Section 4.1 or 4.1. (e) The Collateral Agent has a first priority security interest in the Deposit L/C Loan Collateral Account which security interest is perfected by Control (as defined in Section 4.5 below9-104 of the UCC). 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 Subject to the provisions of 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 (i) maintain the Security Interest security interest created by this Security Agreement on the Collateral as a perfected Security Interest security interest having at least the priority described in Section 3.1 4.2 hereof until the Collateral is released from such security interest in connection with the Discharge of Obligations, pursuant to the terms of the Intercreditor Agreement or by operation of law or by agreement of at least the Requisite Holders and shall cause such Collateral to remain free of Liens other than Permitted Liens, and (ii) defend such Security Interest the right, title and interest of the Notes Agent and the other Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Grantor will furnish Subject to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property provisions of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. (cSection 3(b) Subject to clause (d) below and Section 3.2(c)hereof, each Grantor agrees that at any time and from time to time, upon the written request of the Notes Agent, and at the sole expense of such Grantor, it such Grantor will promptly and duly authorize, execute any and all further documents, financing statements, agreements and instrumentsdeliver, and have recorded, such further instruments and documents and take all such further actions (including as 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 Notes Agent or the Required Lenders may reasonably request, in order (i) request to grantbetter assure, preserve, protect and perfect the validity security interests granted hereby, the full benefits of this Agreement and priority the rights and powers herein granted, 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 created or intended to be created hereby or security interests, and (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 in effect in any jurisdiction UCC 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. (d) Notwithstanding anything in this Section 4.1 hereby. Each Grantor will provide to the contraryNotes Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Notes Agent as to the perfection (i) with respect to any assets created or acquired by such Grantor after the date hereof that are extent required by this Agreement and allowed under the Credit Agreement to be subject to Intercreditor Agreement) and priority of the Lien created hereby or (ii) with respect intended to any Person that, subsequent be created pursuant 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 all actions required by the Credit this Agreement, this Section 4.1 or Section 4.5 below.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each 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 3.1 4.3 and shall defend such Security Interest security interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Each Grantor will furnish to the Collateral Agent and the Lenders other Secured Parties from time to time (but not less than quarterly) statements and schedules further identifying and describing the assets and property of such Grantor (including without limitation, the funds in any Accounts and cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes) and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. In addition, each Grantor shall promptly provide to the Secured Parties all advice of daily transactions and other information received under the Collateral Account Control Agreement. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to timetime or upon the written request of the Collateral Agent, and at the sole expense of such each Grantor, it each Grantor will promptly and duly execute any and all further documents, financing statements, agreements and instrumentsdeliver, and have recorded, such further instruments and documents 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 as may be required under any applicable law, necessary or which as the Collateral Agent or the Required Lenders may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, in order including (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 UCC (or other similar laws) in effect in any jurisdiction with respect to the Security Interests security interests created hereby and all (ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (iUCC) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 belowthereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall (i) except as otherwise expressly permitted hereunder or in the Credit Agreement, 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 3.1 4.2 and shall (ii) use commercially reasonable efforts necessary to defend such Security Interest security interest against the claims and demands of all Persons whomsoever, in each case case, subject to Section 3.2(c)the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Annually, at the time of the delivery of the Borrower’s annual financial statements with respect to the preceding fiscal year pursuant to Section 6.1(a) of the Credit Agreement, such Grantor will furnish to the Collateral Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing which provide the information on the assets and property of such Grantor in reasonable detail consistent with that provided in the Schedules hereto or confirm that there has been no change in such information since the date on which the Grantor provided information to the Administrative Agent and the Lenders pursuant to this Section 5.2(b) (other than the information on Schedule 5, which shall not be subject to any such other reports in connection therewith as the Collateral Agent may reasonably requestannual update or confirmation). (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, it such Grantor will promptly and duly execute any and all further documents, financing statements, agreements and instrumentsdeliver, and cause to be filed or recorded, such further instruments and documents and take all such further actions (including as the filing Administrative Agent may reasonably request for the purpose of obtaining 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 maintaining the security interest created by this Agreement over the Collateral Agent or as a perfected security having at least the Required Lenders may reasonably requestpriority described in Section 4.2 and preserving the rights and powers herein granted, in order including, (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. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to in the case of Investment Property, Letter-of-Credit Rights and any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party hereto, the other relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.Collateral for which

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such 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 Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. In addition, at or prior to the time for delivery of financial statements set forth in Section 5.01(a) and (b) of the Credit Agreement, 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 (or if applicable, after the most recent such schedule delivered to the Collateral Agent), all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, 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 and other documents, including all applicable documents required under Section 3.2(b)(C3.2(b)(i)(C)), which may be required under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably request, 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C3.2(b)(i)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, as further described in Exhibit 1.01-F of the Credit Agreement, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 heretoGrantor hereunder, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to clause (c) hereof, 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 3.1 4.2 and shall use commercially reasonable efforts to defend such Security Interest security interest against the claims and demands of all Persons whomsoever, other than, with respect to such priority, holders of (x) Liens existing on the Closing Date and listed on Schedule 7.3(f) to the Credit Agreement (and any extensions, renewals and replacements of any such Liens permitted by Section 7.3(f) of the Credit Agreement) and (y) in each the case of Collateral other than Pledged Stock, Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law and Liens permitted under Section 7.3(p) of the Credit Agreement and otherwise, other than holders of Liens permitted by the Credit Agreement, subject to Section 3.2(c)the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the material assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to time, upon the reasonable written request of the Collateral Agent, and at the sole expense of such Grantor, it such Grantor will promptly and duly execute any and all further documents, financing statements, agreements and instrumentsdeliver, and have recorded, such further instruments and documents 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 as the Collateral Agent or the Required Lenders may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, in order including, without limitation, (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 in the United States with respect to the Security Interests security interests created hereby hereby, (ii) in the case of Investment Property, Letter-of-Credit Rights and all applicable documents required under Section 3.2(b)(Cany other relevant Collateral (other than Accounts), all at taking any actions necessary to enable the expense Collateral Agent to obtain “control” (within the meaning of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (iapplicable Uniform Commercial Code) with respect to any assets created thereto, and (iii) in the case of registered and applied for Intellectual Property (excluding Intent-To-Use Trademark applications), filing an Intellectual Property Short Form Security Agreement substantially in the form of Annex 2 hereto with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Notwithstanding the foregoing or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject anything else to the Lien created hereby or (ii) with respect to contrary in any Person that, subsequent to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party heretoLoan Document, the relevant Grantor after Loan Parties shall not be required to deliver control agreements to perfect security interests in the acquisition Collateral or creation thereof shall promptly to take all actions required by any action necessary under the Credit Agreement, this Section 4.1 laws of any foreign jurisdiction to create or Section 4.5 belowperfect a Lien.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c). (b) Such Grantor will furnish to the Collateral Agent Agent, the Lenders and the Lenders Letter of Credit Issuers from time to time statements and schedules further identifying and describing the assets and property of such Grantor 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), each Grantor agrees that at any time and from time to time, 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 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 Lenders may reasonably request, 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 UCC in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, Agreement or this Section 4.1 or Section 4.5 below4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a perfected Security Interest having at least the priority described in Section 3.1 subsection 3.2 and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(csubsection 3.2(b). (b) Such Grantor will furnish to the Collateral Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral 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 (“After-Acquired Intellectual Property”), and shall promptly execute and deliver to the Agent agreement(s) substantially in the form of Annex 3 hereto covering such After-Acquired Intellectual Property, and shall promptly record such agreement(s) with the United States Patent and Trademark Office and/or the United States Copyright Office to perfect and record the Security Interest hereunder in any such After-Acquired Intellectual Property. (c) Subject to clause (d) below and Section 3.2(csubsection 3.2(b), each Grantor agrees that at any time and from time to time, at the 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 statements, fixture filings, Mortgages 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 Lenders may reasonably request, in order (ix) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (iiy) 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 in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C)hereby, all at the expense of such Grantor. (d) Notwithstanding anything in this Section subsection 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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, Agreement or this Section 4.1 or Section 4.5 belowsubsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Other than as permitted by this Agreement or the Indenture, 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 3.1 SECTION 3.3 and shall defend such Security Interest security interest against the claims and demands of all Persons whomsoeverwhomsoever including without limitation, completing the Filings and filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in each case subject effect in any jurisdiction with respect to Section 3.2(c)the security interests created hereby. (b) Such Grantor will furnish to the Collateral Agent and the Lenders Secured Party from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent Secured Party may reasonably request, all in reasonable detail. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of such Grantor, it subject (after the occurrence of the First Lien Closing Date) to the Intercreditor Agreement, such Grantor will promptly and duly execute any and all further documents, financing statements, agreements and instrumentsdeliver, and have recorded, such further instruments and documents and take all such further actions (including as 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 Lenders Secured Party may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, in order including, without limitation, (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. (d) Notwithstanding anything in this Section 4.1 to the contraryhereby, (iii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Secured Party to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of any item of Equipment that is covered by a certificate of title under a statute of any 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 Secured Party (to any assets created or acquired by such Grantor the extent not delivered after the date hereof that are required by the Credit Agreement to be subject First Lien Closing Date to the First Lien created hereby or (ii) with respect to any Person thatAgent for the benefit of the holders of the First Lien Obligations and, subsequent pursuant to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party heretoIntercreditor Agreement, the relevant Grantor Holders), 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 acquisition or creation thereof shall promptly take end of each calendar quarter, deliver to the Secured Party copies of all actions required by such certificates of title issued during such calendar quarter indicating the Credit Agreement, this Section 4.1 or Section 4.5 belowsecurity interest created hereunder in the items of Equipment covered thereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain and preserve the Security Interest security interest created by this Security Agreement and the Liens of the Administrative Agent in such Grantor’s Collateral as a perfected Security Interest security interest having at least the perfection and priority described in Section 3.1 4.3 and shall defend the title to the Collateral, such Security Interest Liens of the Administrative Agent and such security interest against the claims and demands of all Persons whomsoever, in each case subject to Section 3.2(c)the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor in reasonable detail and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, including without limitation information about the mortgaged properties securing the Pledged Debt. (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, it such Grantor will execute any promptly and duly execute, acknowledge and deliver, and have recorded, all such further instruments and documents, financing statementsincluding, agreements and instrumentswithout limitation, a completed Pledge Supplement, substantially in the form of Annex I attached hereto, and take all such further actions (including as the filing and recording Administrative Agent may reasonably request for the purpose of financing statements and other documentscreating, including all applicable documents required under Section 3.2(b)(C))perfecting, which may be required under any applicable lawensuring the priority of, protecting or which enforcing the Administrative Agent’s security interest in the Collateral Agent or otherwise conferring or preserving the Required Lenders may reasonably requestfull benefits of this Agreement, the Liens in order (i) and to grant, preserve, protect and perfect the validity and priority of the Security Interests created or Collateral intended to be created hereby or (ii) to enable by this Agreement and of the Collateral Agent to exercise and enforce its interests, rights and remedies hereunder powers herein granted. Grantor will cooperate with respect to the Administrative Agent, at Grantor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor. (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets created or acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) 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 all actions required by the Credit Agreement, this Section 4.1 or Section 4.5 below.