Common use of Personal and Mixed Property Collateral Clause in Contracts

Personal and Mixed Property Collateral. In order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the Collateral, Administrative Agent shall have received: (i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Agent, of UCC financing statements in all jurisdictions where each Credit Party is located, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents; (iv) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Agent.

Personal and Mixed Property Collateral. In order to create in -------------------------------------- favor of Administrative Collateral Agent, for the benefit of LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority security interest in the personal property Collateral, Administrative Collateral Agent shall have received: (i1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Collateral Agent) representing all capital stock certificated shares or other interests (however designated) with respect to Capital Stock pledged pursuant to the Pledge and Security Agreement, Agreement and Acknowledgments (2) all instruments and promissory notes (which instruments shall be accompanied by instruments of Pledge from each applicable issuer of Securities transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to Collateral Agent) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Collateral Agent, of UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, including fixture filings, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Collateral Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments under the UCC; (iv) an opinion all releases, cover sheets or other documents or instruments required to be filed in order to create or perfect Liens in respect of any intellectual property Collateral; (v) opinions of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Collateral Agent) with respect to the creation and perfection of the security interests in favor of Administrative Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Collateral Agent may reasonably request, in each case case, addressed to the Agents and each Lender and in form and substance reasonably satisfactory to Syndication Agent and Administrative Collateral Agent; (vi) delivery to the Collateral Agent, in the case of each Leasehold Property, a Landlord Personal Property Collateral Access Agreement with respect thereto; and (vvii) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrumentinstrument (including, without limitation, any agreements governing deposit and/or security accounts), and made or caused to be made any other filing and recording (other than as set forth herein) required pursuant to the Pledge and Security Agreement or otherwise reasonably required by Syndication Agent and Administrative Collateral Agent.

Personal and Mixed Property Collateral. In order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the Collateral, Administrative Agent shall have received: (i1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Agent, of UCC financing statements in all jurisdictions where each Credit Party is located, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii3) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments under the UCC; (iv4) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Agent.personal

Personal and Mixed Property Collateral. In order Within 30 days after the Closing Date, Borrower shall, and shall cause its Subsidiaries to, take or cause to create be taken (and Agent shall have received satisfactory evidence thereof) such actions in favor of Administrative Agent, for the benefit of Lenders, such a manner so that Agent has a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority first priority security interest in the entire Collateral. Such actions shall include, Administrative Agent shall have receivedwithout limitation, the following: (i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank delivery to Agent of Uniform Commercial Code financing statements and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant comparable filings under the PPSA as to the Pledge and Security Agreement, and Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Agent, of UCC financing statements in all jurisdictions where each Credit Party is located, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons Collateral for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Agent, or desirable to perfect the security interests created in the Collateral; (ii) delivery to Agent of mortgages, charges and hypothecs and other documents and instruments to be filed in the appropriate jurisdiction; (iii) delivery to Agent of accurate and complete schedules to the IP Collateral Documents, together with any cover sheets required for filing with the PTO (as defined in subsection 4.1J) or any comparable Canadian registry, and the filing of the IP Collateral Documents and all such other documents or instruments in the PTO and/or such registry as may be necessary or desirable to perfect the security interests in favor of Agent in the IP Collateral; (iv) delivery to Agent of certificates of title with respect to all rolling stock of Loan Parties and the taking of all actions necessary to cause Agent to be noted as lienholder thereon or otherwise necessary to perfect the first priority Lien granted to Agent on behalf of Lenders in such Collateral pursuant rolling stock; (v) delivery to Agent of such other documents and instruments that Agent reasonably deems necessary or advisable to establish, preserve and perfect the first priority Liens granted to Agent on behalf of Lenders under the Collateral Documents; (ivvi) an opinion delivery to Agent of counsel (which counsel shall be evidence reasonably satisfactory to Syndication Agent that all other filings (including, without limitation, Uniform Commercial Code termination statements and Administrative Agentcomparable instruments under the PPSA), recordings and other actions Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens granted to Agent in personal and mixed property have been made; and (vii) delivery to Agent of opinions of counsel under the law of each jurisdiction in which any Loan Party or any Collateral is located with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative AgentCollateral.

Personal and Mixed Property Collateral. In order to create in favor of the Administrative Agent or assign to the Administrative Agent, as applicable, for the benefit of LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority security interest in the personal property Collateral, Administrative Agent the Borrowers shall have receiveddelivered, or caused the applicable third-party to deliver, to the Administrative Agent: (i) (1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to the Administrative AgentAgent and the Lenders) representing all capital stock certificated shares or other interests (however designated) with respect to Capital Stock pledged pursuant to the Pledge and Security Agreement, Agreement and Acknowledgments (2) all instruments and promissory notes (which instruments shall be accompanied by instruments of Pledge from each applicable issuer of Securities transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to the Administrative Agent and the Lenders) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and the Administrative Agent, of UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens)) or, with respect to the Existing Indebtedness, commitments to execute and file related UCC termination statements in form and substance satisfactory to the Administrative Agent and the Lenders; (iii) UCC financing statementsstatements and fixture filings, or amendments or assignments thereof, as appropriate, duly executed (where necessary) by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and the Administrative Agent, desirable to perfect or continue perfected and assign the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments under the UCC; (iv) an opinion of counsel (which counsel shall all releases, cover sheets or other documents or instruments required to be reasonably satisfactory filed in order to Syndication Agent and create, perfect or assign to the Administrative Agent, Liens in respect of any Intellectual Property Collateral; (v) upon request by the Administrative Agent or any Lender, delivery to the Administrative Agent of assignments by the Previous Agent of Landlord Personal Property Collateral Access Agreements with respect to the creation and perfection at least two thirds of the security interests properties listed on Schedule 3.1, such listed properties being all those Leasehold Properties at which Collateral having an aggregate book value in favor excess of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral $1,000,000 is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agentlocated; and (vvi) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrumentinstrument (including, without limitation, any agreements governing deposit and/or security accounts), and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required pursuant to the Pledge and Security Agreement or otherwise required by Syndication the Administrative Agent and Administrative Agentor any Lender.

Personal and Mixed Property Collateral. In order to create in -------------------------------------- favor of Administrative Collateral Agent, for the benefit of LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority security interest in the personal property Collateral, Administrative Collateral Agent shall have received: (i1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Collateral Agent) representing all capital stock certificated shares or other interests (however designated) with respect to Capital Stock pledged pursuant to the Pledge and Security Agreement, Agreement and Acknowledgments (2) all instruments and promissory notes (which instruments shall be accompanied by instruments of Pledge from each applicable issuer of Securities transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to Collateral Agent) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement; (ii) a completed UCC Questionnaire dated the Closing Date and executed by an executive officer of each Credit Party, together with all attachments contemplated thereby, including (1) other than as set forth in Schedule 3.1(g)(ii) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Collateral Agent, of UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Collateral Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments under the UCC; (iv) an opinion all releases, cover sheets or other documents or instruments required to be filed in order to create or perfect Liens in respect of any Intellectual Property Collateral pursuant to the laws of the United States; (v) opinions of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Collateral Agent) with respect to the creation and perfection of the security interests in favor of Administrative Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Collateral Agent; and (vvi) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreementagreement (other than agreements required to be entered into prior to the Funding Date and set forth on Schedule 3.2(b)), document and instrumentinstrument (including, without limitation, any agreements governing deposit and/or security accounts), and made or caused to be made any other filing and recording (other than as set forth herein) required pursuant to the Pledge and Security Agreement or otherwise reasonably required by Syndication Agent and Administrative Collateral Agent.

Personal and Mixed Property Collateral. In order to create in -------------------------------------- favor of Administrative Collateral Agent, for the benefit of LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority security interest in the personal property Collateral, Administrative Collateral Agent shall have received: (i1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Collateral Agent) representing all capital stock certificated shares or other interests (however designated) with respect to Capital Stock pledged pursuant to the Pledge and Security Agreement, Agreement and Acknowledgments (2) all instruments and promissory notes (which instruments shall be accompanied by instruments of Pledge from each applicable issuer of Securities transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to Collateral Agent) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Collateral Agent, of UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, including fixture filings, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Collateral Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments under the UCC; (iv) an opinion all releases, cover sheets or other documents or instruments required to be filed in order to create or perfect Liens in respect of any intellectual property Collateral; (v) opinions of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Collateral Agent) with respect to the creation and perfection of the security interests in favor of Administrative Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Collateral Agent may reasonably request, in each case case, addressed to the Agents and each Lender and in form and substance reasonably satisfactory to Syndication Agent and Administrative Collateral Agent; (vi) delivery to the Collateral Agent, in the case of each Leasehold Property, a Landlord Personal Property Collateral Access Agreement with respect thereto; and (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Agent.

Personal and Mixed Property Collateral. In order to create in favor of Administrative Global Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the all personal and mixed property Collateral, Administrative Global Agent shall have received: (i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Global Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and and, if applicable, Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Global Agent, of all effective UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statementsstatements and, where appropriate, fixture filings, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all the jurisdictions as may be necessary or, in listed on Schedule 3.1 to the opinion of Syndication Agent Pledge and Administrative Agent, desirable Security Agreement to perfect the security interests created in such Collateral pursuant to the Collateral Documents; (iv) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Agent.Collateral

Personal and Mixed Property Collateral. In order to create in favor of Administrative Global Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the all personal and mixed property Collateral, Administrative Global Agent shall have received: (i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Global Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and and, if applicable, Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Global Agent, of all effective UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statementsstatements and, where appropriate, fixture filings, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all the jurisdictions as may be necessary or, in listed on Schedule 3.1 to the opinion of Syndication Agent Pledge and Administrative Agent, desirable Security Agreement to perfect the security interests created in such Collateral pursuant to the Collateral DocumentsDocuments (which jurisdictions for Physiotherapy Associates Inc. shall be Michigan, Tennessee, California and New Jersey only); (iv) upon the Closing Date or promptly thereafter, all cover sheets or other documents or instruments required to be filed with each applicable filing office, as determined by Global Agent in order to create or perfect Liens in respect of any Intellectual Property Collateral; (v) an opinion of one or more counsel (each of which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Global Agent) with respect to the creation and perfection of the security interests in favor of Administrative Global Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located regarding such security interests as Syndication Agent and Administrative Global Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Global Agent; and (vvi) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, including a Waiver and Consent Agreement duly executed by the landlord of any Leasehold Property by Company or any its Subsidiaries, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Global Agent.

Personal and Mixed Property Collateral. In order to create in favor of -------------------------------------- Administrative Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in the all personal and mixed property Collateral, Administrative Agent shall have received: (iA) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock shares of Capital Stock pledged pursuant to the Pledge and Security Agreement, and Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement and (B) all instruments and promissory notes (which instruments shall be accompanied by instruments of transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to Administrative Agent) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement; (1A) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Agent, of all effective UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2B) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iii) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents; (iv) all releases, cover sheets or other documents or instruments required to be filed in order to create or perfect Liens in respect of any Intellectual Property; (v) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of the states of Washington and Maryland and each other jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (vvi) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Syndication Agent and Administrative Agent.

Personal and Mixed Property Collateral. In order to create maintain in favor of Administrative Collateral Agent, for the benefit of LendersSecured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority security interest in the personal property Collateral, Administrative Collateral Agent shall have received: (i) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and Acknowledgments of Pledge from each applicable issuer of Securities pledged pursuant to the Pledge and Security Agreement; (1) the results of a recent search, by a Person satisfactory to Syndication Agent and Administrative Collateral Agent, of UCC financing statements in and fixture filings and all jurisdictions where each judgment and tax lien filings made with respect to any personal or mixed property of any Credit Party is locatedParty, together with copies of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Permitted Liens); (iiiii) UCC financing statements, including fixture filings, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Collateral Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents; (iv) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to Documents under the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal or mixed property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative AgentUCC; and (viii) in the case of each Leasehold Property listed on Schedule 4.13(c), a Landlord Property Collateral Access Agreement with respect thereto; and (iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrumentinstrument (including, without limitation, any agreements governing deposit and/or security accounts, including, without limitation, such agreements as are necessary to create the liens referred to in the final sentence of Section 5.15(b) ), and made or caused to be made any other filing and recording (other than as set forth herein) required pursuant to each of the Pledge and Security Agreements as amended on the Effective Date or otherwise reasonably required by Syndication Agent and Administrative Collateral Agent.