Common use of Collateral Documents, Guaranties and other Loan Documents Clause in Contracts

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed Warrants for each Lender in form and delivered by the Guarantorssubstance satisfactory to Agent. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party (excluding any Foreign Subsidiaries) as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (Aiii) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (excluding any Foreign Subsidiaries) (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the GuarantyIntellectual Property Security Agreement, executed and delivered by each Credit Party who has an interest in the Guarantors.Intellectual Property Collateral; and (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), within sixty (60) days from Effective Date, or at such later date as Agent in its sole discretion may determine, (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved].Subject to the provisions of Section 7.17(c), for each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location; provided that this requirement shall only apply to locations where material business records or material equipment or other Collateral is kept (and a location where equipment or other Collateral with a value in excess of $100,000 shall be considered to have material equipment and Collateral located there); (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Obligations, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (a) The following Collateral Documents: (i) The following Collateral a Reaffirmation of Loan Documents, each dated as of the Effective Date:; (Aii) the a Copyright Security Agreement, executed and delivered by the Credit Parties; (iii) a Trademark Security Agreement; (iv) a Collateral Compliance Certificate; and (Bv) an Amendment to Mortgage for each of the Guarantyfollowing Mortgages: (a) Xxxxxx County, executed Georgia and delivered (b) Milford, Connecticut, together with any related documents reasonably requested by the GuarantorsAgent, provided that down-dates of title policies for such properties shall be delivered within 30 days of the Restatement Date. (iib) [Reserved]If requested by the Agent, in the case of each leased property listed on Schedule 5.3(c) hereto (excluding 000 Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxx 32035) and all other locations where Collateral having an aggregate value of $100,000 or more is located and which is not owned by Company and where Collateral Access Agreements have not previously been delivered, Collateral Access Agreements in form and substance reasonably acceptable to the Agent and the Banks. (Ac) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Restatement Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name The Company or any Credit Party as of the date hereof Subsidiary (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivd) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(e), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) : the Security Agreement, Short Form Intellectual Property Security Agreements (as defined in the Security Agreement) and the Account Control Agreement (as defined in the Security Agreement), each executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the GuarantorsBorrowers. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof Borrower (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the Guaranty, executed and delivered by ; and (C) Mortgages for each of the Guarantorsowned properties listed on Schedule 6.3(b) together with the related documentation specified in Schedule 5.3(a). (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Reaffirmation of Loan Documents, each dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof Borrower (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Administrative Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Administrative Agent and fully executed by each party thereto: (i) The following Collateral Documents, Guaranty fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]A Pledge Agreement fully executed by each party thereto covering the Equity Interests of each Restricted Subsidiary and dated as of the Effective Date. (Aiii) Certified copies Mortgages duly executed by each party thereto with respect to the Oil and Gas Properties of uniform commercial code the Credit Parties, or the portion thereof, as required by Section 7.17 and amendments and/or assignments to each of the Existing Mortgages as reasonably requested by Administrative Agent to evidence the assignment of the Original Administrative Agent’s right, title and interest in, to and under the Existing Mortgages to Administrative Agent. MRC Energy Company Credit Agreement (iv) Copies of Uniform Commercial Code requests for information, or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) jurisdictions required by Administrative Agent which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Administrative Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Administrative Agent (for and on behalf of the Lenders), a first priority (subject to Liens permitted by Section 8.2) perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the Guaranty, executed and delivered by the Guarantors.; (C) a Subordination Agreement from DIBC Investments, Inc.; and (D) the Mortgage for the owned property listed on Schedule 6.3(b); and (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements, but excluding stock powers) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Administrative Agent shall have received the following documents, each in form and substance satisfactory to the Administrative Agent and fully executed by each party thereto:. (i) The following Collateral Documents and other Loan Documents, each in form and substance acceptable to Administrative Agent and fully executed by each party thereto and dated as of the Effective Closing Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the GuarantyNitram Consent to Assignment; (C) Mortgages for each of the owned properties listed on Schedule 6.3(b), executed and delivered by together with the Guarantors.related documentation specified in Schedule 2.1(c), (ii) [Reserved]For the real properties leased by a Credit Party as a lessee located at 10000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx (which is the Company’s headquarters, and 200 Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxx (which is the headquarters of Nitram where the primary books and records of any Credit Party are located) (A) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each such location. (Aiii) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably prior to the Effective Closing Date, listing all effective financing statements in the jurisdiction noted of incorporation or organization, as the case may be, of such Credit Party, as indicated on Schedule 5.1(c) which name any Credit Party as of the date hereof 6.25 (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Closing Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Administrative Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Administrative Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents and other Loan Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security AgreementAgreement;the Nitram Consent to Assignment;Mortgages for each of the owned properties listed on Schedule 6.3(b) together with the related documentation specified in Schedule 1.5; and For the real properties leased by a Credit Party as a lessee located at 14651 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx (which is the Company’s headquarters) and 200 Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxx (which is the headquarters of Nitram), where the primary books and records of any Credit Party are located), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]a Collateral Access Agreement with respect to each such location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any of incorporation or organization, as the case may be, of such Credit Party as of the date hereof indicated on Schedule 1.3 (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the Guaranty, executed and delivered by the Guarantors.; and (C) the Mortgage for the owned property listed on Schedule 6.3(b); and (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements, but excluding stock powers) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Each of the Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date, including without limitation: (A1) the Security Agreement, executed and delivered by the Credit Parties; andParties other than UTSI; (B2) the Guaranty, executed and delivered by the Guarantors.Guarantors other than UTSI; (3) the Guaranty, executed and delivered by UTSI; (4) the Pledge Agreement, executed and delivered by UTSI; and (5) the Mortgage for the owned property listed on Schedule 1.4; and (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements, but excluding stock powers) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Subject to the last sentence of Section 5.1(a) hereof, the Administrative Agent shall have received the following documents, each in form and substance satisfactory to the Administrative Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance reasonably acceptable to the Administrative Agent and fully executed by each party thereto and dated as of the Effective Date, including: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) the Guaranty, executed and delivered by the Guarantors; (C) the Collateral Assignment executed and delivered by one or more of the Borrowers; and (D) Mortgages covering the Acquisition Properties together with the related documentation specified in Schedule 5.1(c)(i)(D). (ii) [Reserved]The Administrative Agent shall be satisfied that at least eighty percent (80%) of the total value of all Pipeline Systems and other Real Property of the Borrowers and their Subsidiaries are encumbered by the Collateral Documents. (Aiii) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction jurisdictions noted on Schedule 5.1(c5.1(c)(iii) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Administrative Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Administrative Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Administrative Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Administrative Agent and fully executed by each party thereto: (i) The following Collateral Documents, Guaranty fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]The Pledge Agreement fully executed by each party thereto covering the Equity Interests of each Restricted Subsidiary and the other Collateral described therein, and dated as of the Effective Date. (Aiii) Certified copies Mortgages duly executed by each party thereto with respect to the Oil and Gas Properties of uniform commercial code the Credit Parties, or the portion thereof, as required by Section 7.17 and amendments and/or assignments to each of the Existing Mortgages as reasonably requested by Administrative Agent. MRC Energy Company Credit Agreement 78 (iv) Copies of Uniform Commercial Code requests for information, or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) jurisdictions required by Administrative Agent which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Administrative Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Administrative Agent (for and on behalf of the Lenders), a first priority (subject to Liens permitted by Section 8.2) perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Indebtedness, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (a) The following Collateral Documents: (i) The following Collateral Documentsthe Guaranties, each dated as of executed and delivered by the Effective Date:Guarantors; (Aii) the Security Agreement, executed and delivered by the Credit PartiesCompany and the Guarantors; and (Biii) Subordination Agreements with respect to all Subordinated Debt; (b) A Mortgage for each property listed on Schedule 5.3(b), together, in each case, with the Guarantyfollowing, executed for each such parcel, shall have been delivered to the Agent, for and delivered on behalf of the Banks: (i) ALTA mortgage title insurance policy from a title insurance company reasonably satisfactory to the Agent and the Banks, without standard exceptions, in an amount satisfactory to the Agent and the Banks, insuring the Agent’s mortgage, to be a first lien on the subject property, subject only to those exceptions, provided the same are available, acceptable to the Agent and the Banks. The title policy shall contain, provided the same are available, comprehensive, leasehold (if applicable) and any other endorsements required by the GuarantorsAgent. (ii) [Reserved]Evidence of flood insurance, if required by applicable law. (Ac) If requested by the Agent, in the case of each leased property listed on Schedule 5.3(c) hereto, lessor’s acknowledgments and consents in form and substance reasonably acceptable to the Agent and the Banks. (d) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name the Company or any Credit Party as of the date hereof Guarantor (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ive) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Agent Bank shall have received the following documents, each in form and substance reasonably satisfactory to the Agent Bank and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Bank and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; , and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the AgentBank, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c4.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 7.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iii) for each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 5.3(b) hereto) and at which books and records of the Credit Parties are kept or where Collateral with an aggregate value of $250,000 or more is located, (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (iv) Any any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent Bank and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders)Bank, a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent Bank in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral DocumentsOmnibus Amendment, in form and substance acceptable to the Agent, fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved].; (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction jurisdictions noted on Schedule 5.1(c) attached hereto which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement8.2) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent . (iv) For each real property location leased by any Collateral or any security interest therein is not or cannot be provided and/or perfected Credit Party as a lessee (as disclosed and identified on the Effective Date (other than, to the extent required under the Loan Documents, (iSchedule 6.3(b) attached hereto and including all warehouse and bailee locations) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code true, complete and (ii) a pledge accurate copy of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablyfully executed lease agreement.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents and other Loan Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security AgreementAgreement;the Nitram Consent to Assignment;Mortgages for each of the owned properties listed on Schedule 6.3(b) together with the related documentation specified in Schedule 1.5; and For the real properties leased by a Credit Party as a lessee located at 14651 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx (which is the Company’s headquarters) and 000 Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxx Xxxx (which is the headquarters of Nitram), where the primary books and records of any Credit Party are located), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]a Collateral Access Agreement with respect to each such location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any of incorporation or organization, as the case may be, of such Credit Party as of the date hereof indicated on Schedule 1.3 (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the applicable Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the applicable Agent and fully executed by each party thereto and dated as of the Effective Date: (A1) the Canadian Security Agreement, executed and delivered by the Canadian Borrower and any Credit Parties; andParties organized under the laws of Canada or the provinces of Canada; (B2) the US Security Agreement, executed and delivered by the US Borrower and any Credit Parties organized under the laws of any of the United States; (3) the Guaranty, executed and delivered by the Domestic Guarantors; and (4) the Guarantee, executed and delivered by the Canadian Guarantors. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (A) Certified copies of uniform commercial code requests for information, personal property security act searches, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, or PPSA discharges (Form 3-C), if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties and from the Canadian Intellectual Property Office dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the applicable Agent (for and on behalf of the applicable Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Indebtedness, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (a) The following Collateral Documents: (i) The following Collateral Documentsthe Guaranties, each dated as of executed and delivered by the Effective Date:Guarantors; (Aii) the Security Agreement, executed and delivered by the Credit PartiesCompany and the Guarantors; and (Biii) the GuarantySecurity Agreement (Securities Account) and any related account control agreement; (iv) Subordination Agreements with respect to all Subordinated Debt; (b) A Mortgage for each property listed on Schedule 5.3(b), executed together, in each case, with the following, for each such parcel, shall have been delivered to the Agent, for and delivered on behalf of the Banks: (i) ALTA mortgage title insurance policy from a title insurance company reasonably satisfactory to the Agent and the Banks, without standard exceptions, in an amount satisfactory to the Agent and the Banks, insuring the Agent’s mortgage, to be a first lien on the subject property, subject only to those exceptions, provided the same are available, acceptable to the Agent and the Banks. The title policy shall contain, provided the same are available, comprehensive, leasehold (if applicable) and any other endorsements required by the GuarantorsAgent. (ii) [Reserved]Evidence of flood insurance, if required by applicable law. (Ac) If requested by the Agent, in the case of each leased property listed on Schedule 5.3(c) hereto, lessor’s acknowledgments and consents in form and substance reasonably acceptable to the Agent and the Banks. (d) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name the Company or any Credit Party as of the date hereof Guarantor (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ive) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; andObligors; (B) the Guaranty, executed and delivered by the Guarantors; and (C) Mortgages for each of the owned properties listed on Schedule 6.3(b) to the Disclosure Letter. (ii) [Reserved]For Borrower’s principal place of business, a Collateral Access Agreement. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Closing Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) to the Disclosure Letter which name any Credit Party as of the date hereof Obligor (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties Obligors dated a date reasonably prior to the Effective Closing Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Prior to the initial funding of Advances hereunder, as security for all Indebtedness, the Agent shall have received received: (a) the following documents, each in form and substance satisfactory to the Agent and fully executed by each party theretoCollateral Documents: (i) The following Collateral Documents, each dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; andeach Borrower and each Guarantor; (Bii) the Guaranty, executed and delivered by each of the Guarantors; and (iii) the MSC-MDI Secured Loan Documents. (iib) [Reserved]If requested by the Agent, in the case of each leased property listed on Schedule 5.3(c) hereto, lessor's acknowledgments and consents in form and substance reasonably acceptable to the Agent and the Banks. (Ac) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name the Company or any Credit Party as of the date hereof Subsidiary (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivd) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The Guaranty and following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit PartiesBorrower and the Significant Domestic Subsidiaries; (B) the Pledge Agreement, executed and delivered by the Borrower and the Significant Domestic Subsidiaries; and (BC) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]Significant Domestic Subsidiaries of Borrower. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) to the Disclosure Letter which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the GuarantyIntellectual Property Security Agreement, executed and delivered by the Guarantors. (ii) [Reserved]Credit Parties. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) attached hereto which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement8.2) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Indebtedness, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (ia) The following Collateral Documents, each dated as of the Effective Date: (Ai) the Security Agreement, executed and delivered by the Credit PartiesCompany and each Guarantor; and (Bii) the Guaranty, executed and delivered by each of the Guarantors. (iib) [Reserved]If requested by the Agent, in the case of each leased property listed on Schedule 4.3(b) hereto, xxxxxx's acknowledgments and consents in form and substance reasonably acceptable to the Agent and the Banks. (Ac) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name the Company or any Credit Party as of the date hereof Subsidiary (under their present names or under any previous names used within five (5) years prior to the date hereof, which are set forth on Schedule 5.20 hereto) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date7.2). (ivd) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 4.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Indebtedness, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (a) The following Collateral Documents: (i) The following Collateral Documents, each dated as of the Effective Date: (A) the Security Agreement; (ii) the Mexican Pledge Agreement; (iii) the Mexican Equipment Pledge; and (iv) the AV Subordination Agreement. (b) If requested by the Agent, in the case of each leased property listed on Schedule 5.3(b) hereto, a copy of the lease for each such property and a Collateral Access Agreement executed and delivered by the Credit Parties; and (B) lessor of such property in form and substance reasonably acceptable to the Guaranty, executed Agent and delivered by the GuarantorsBanks. (ii) [Reserved]. (Ac) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as Party, the Target or any Subsidiaries of the date hereof Target (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivd) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and; (B) Stock pledge agreements with respect to: (i) sixty five percent (65%) Equity Interests in CA Borrower and Unique Mexico, (ii) one hundred percent (100%) of the Equity Interests of each Subsidiary of US Borrower, and (iii) all of the Equity Interests in US Borrower owned by Parent together (in each case) with original certificates evidencing such Equity Interests; (C) the Guaranty, executed and delivered by the Guarantors; and (D) Mortgages for each of the real properties owned by the Credit Parties. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee, (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (Aiii) Certified copies of uniform commercial code requests UCC and PPSA searches for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) or PPSA Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective DatePermitted Liens). (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective date hereofEffective Date: (A) the Security Agreement, executed and delivered by the Credit PartiesBorrower and each Guarantor; and (B) the GuarantySpecified Subordination Agreement, executed and delivered by the Guarantors. (ii) [Reserved]parties thereto. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c4.1(c)(ii) which name the Borrower or any Credit Party as of the date hereof Guarantor (under their present names or under any previous names used within five (5) years prior to the date hereofEffective Date) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statementstermination statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 7.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties Borrower and each Guarantor dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The As security for all Indebtedness, the Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (a) The following Collateral Documents: (i) The following Collateral Documentsthe Guaranties, each dated as of executed and delivered by the Effective Date:Guarantors; (Aii) the Security Agreement, executed and delivered by the Credit PartiesCompany and the Guarantors; and (Biii) Subordination Agreements with respect to all Subordinated Debt; (b) A Mortgage for each property listed on Schedule 5.3(b), together, in each case, with the Guarantyfollowing, executed for each such parcel, shall have been delivered to the Agent, for and delivered on behalf of the Banks: (i) ALTA mortgage title insurance policy from a title insurance company reasonably satisfactory to the Agent and the Banks, without standard exceptions, in an amount satisfactory to the Agent and the Banks, insuring the Agent's mortgage, to be a first lien on the subject property, subject only to those exceptions, provided the same are available, acceptable to the Agent and the Banks. The title policy shall contain, provided the same are available, comprehensive, leasehold (if applicable) and any other endorsements required by the GuarantorsAgent. (ii) [Reserved]Evidence of flood insurance, if required by applicable law. (Ac) If requested by the Agent, in the case of each leased property listed on Schedule 5.3(c) hereto, lessor's acknowledgments and consents in form and substance reasonably acceptable to the Agent and the Banks. (d) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior near to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name the Company or any Credit Party as of the date hereof Guarantor (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtorsdebtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Collateral Documents, together with (xi) copies of such financing statements, and (yii) authorized executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ive) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the LendersBanks), a perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in a proper form for filingfiling in each office in each jurisdiction listed in Schedule 5.3(d), registration or recordation. Notwithstanding other office, as the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that case may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonablybe.

Collateral Documents, Guaranties and other Loan Documents. The Administrative Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Administrative Agent and fully executed by each party thereto: (i) The following Collateral Documents, Guaranty fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the Guaranty, executed and delivered by the Guarantors. (ii) [Reserved]The Pledge Agreement fully executed by each party thereto covering the Equity Interests of each Restricted Subsidiary and the other Collateral described therein, and dated as of the Effective Date. (Aiii) Certified copies Mortgages duly executed by each party thereto with respect to the Oil and Gas Properties of uniform commercial code the Credit Parties, or the portion thereof, as required by Section 7.17 and amendments and/or assignments to each of the Existing Mortgages as reasonably requested by Administrative Agent. (iv) Copies of Uniform Commercial Code requests for information, or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) jurisdictions required by Administrative Agent which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date8.2). (ivv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Administrative Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Administrative Agent (for and on behalf of the Lenders), a first priority (subject to Liens permitted by Section 8.2) perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; (B) Subject to Section 7.14, an Account Control Agreement with respect to any deposit or securities accounts not maintained with Agent as of the Effective Date; and (BC) the Guaranty, an executed and delivered by the GuarantorsCollateral Assignment of Management Agreement with respect to each Management Agreement. (ii) [Reserved]. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Loan Parties; and; (B) the Guaranty, executed and delivered by the Guarantors; and (C) Account Control Agreements, executed and delivered in connection with each account existing as of the Effective Date (other than with respect to the UBS account described in Section 7.22) in compliance with Section 7.14 hereof. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Borrower or Guarantor as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto) where (a) the books and records of a Loan Party are located and (b) Collateral having an aggregate book value in excess of $500,000 is located (provided, however, that the aggregate book value of all Collateral at all locations not subject to the foregoing requirements shall not exceed $1,000,000.00), (1) if requested by Agent, a true, complete and accurate copy of the fully executed applicable lease, bailment or warehouse agreement, as the case may be; and (2) a Collateral Access Agreement with respect to each location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest (subject to the Liens permitted by Section 8.2(b)) in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; and (B) the GuarantyMortgages for Borrower's locations commonly known as (1) 000 X. Xxxxx Xxxx., executed Xxxxxxx, Xxxx and delivered by the Guarantors. (ii2) [Reserved]0000 Xxxxxxxx Xxxxx, Clinton, Iowa 52732. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iviii) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) reasonably requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance reasonably satisfactory to the Agent and fully executed by each party thereto: (i) The following Collateral Documents, each fully executed by each party thereto and dated as of the Effective Date: (A) the Security Agreement, executed and delivered by the Credit Parties; (B) amendments to or modifications of the existing Mortgages for each of the owned properties listed on Schedule 7.3(b) together with the related documentation specified in Schedule 6.2; and (BC) the Guaranty, executed and delivered by the Guarantorsapplicable intellectual property security agreements. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 7.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease, bailment or warehouse agreement, as the case may be; and (ii), if required by Agent, a Collateral Access Agreement with respect to each such location. (A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party reasonably acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c6.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 9.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date. (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents, each in form and substance satisfactory to the applicable Agent and fully executed by each party thereto: (i) The following Collateral Documents, each in form and substance acceptable to the applicable Agent and fully executed by each party thereto and dated as of the Effective Date: (A1) the reaffirmation of Canadian Security Agreement, in form and substance satisfactory to Canadian Agent, executed and delivered by the Canadian Borrower and any Credit Parties; andParties organized under the laws of Canada or the provinces of Canada; (B2) the Guarantyamendment no. 2 of the US Security Agreement, in form and substance satisfactory to US Agent, executed and delivered by the US Borrower and any Credit Parties organized under the laws of any of the United States; (3) the reaffirmation of Guaranty, in form and substance satisfactory to US Agent, executed and delivered by the Domestic Guarantors; and (4) the reaffirmation, of each Subordination Agreement, in form and substance satisfactory to US Agent, executed and delivered by the applicable third party creditor and acknowledged by Parent. (ii) [Reserved]For each real property location (including each warehouse or other storage location) leased by any Credit Party as a lessee (such locations being disclosed and identified as such on Schedule 6.3(b) hereto), (i) a true, complete and accurate copy of the fully executed applicable lease bailment or warehouse agreement, as the case may be; and (ii) a Collateral Access Agreement with respect to each location. (Aiii) Certified copies of uniform commercial code requests for information, personal property security act searches, or a similar search report certified by a party acceptable to the Agent, dated a date reasonably prior to the Effective Date, listing all effective financing statements in the jurisdiction noted on Schedule 5.1(c) which name any Credit Party as of the date hereof (under their present names or under any previous names used within five (5) years prior to the date hereof) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform Commercial Code (Form UCC-3) Termination Statements, or PPSA discharges (Form 3-C), if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 8.2 of this Agreement) and (B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office for the Credit Parties dated a date reasonably prior to the Effective Date). (iv) Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection with the Collateral Documents to create, in favor of the applicable Agent (for and on behalf of the applicable Lenders), a first priority perfected security interest in the Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing, registration or recordation. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein is not or cannot be provided and/or perfected on the Effective Date (other than, to the extent required under the Loan Documents, (i) a Lien on the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (ii) a pledge of the Equity Interests of the Targets and the Guarantors (along with stock powers endorsed in blank) to the extent such Equity Interests are certificated, but only to the extent received from the Sellers after use of commercially reasonable efforts by the Borrowers to obtain such certificates on or prior to the Effective Date; provided that if any such stock or equivalent certificates or stock powers are not delivered on the Effective Date, then such deliverables will be required to be delivered within sixty (60) days following the Effective Date (or such longer period as may be mutually agreed by the Borrowers and the Agent)) after use of commercially reasonable efforts by the Borrowers to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the credit facilities hereunder and initial funding of Advances on the Effective Date and may instead be delivered and/or perfected after the Effective Date pursuant to arrangements to be mutually agreed by the Borrowers and the Agent acting reasonably.