Common use of Personal Property Collateral Clause in Contracts

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interest pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) to the extent required by the Administrative Agent, in the case of any personal property Collateral with an aggregate value in excess of $1,000,000 located at premises leased by a Loan Credit Party and set forth on Schedule 5.21(g), 3.19(a) such estoppel letters, consents and waivers from the landlords of such real property to the extent required the Borrower is able to be delivered in connection with Section 6.14 secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the Administrative Agent); (vivii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; (viii) with respect to the prior Indebtedness of the Credit Parties, such documentation as may be required by the Administrative Agent to demonstrate that any previously executed deposit account control agreements with respect to the Credit Parties’ deposit accounts have been terminated; (ix) with respect to the prior Indebtedness of the Credit Parties, such documentation as may be required by the Administrative Agent to demonstrate that any previously executed securities account control agreements with respect to the Credit Parties’ securities accounts have been terminated; and (viix) Qualifying Control Agreements satisfactory to such documentation as may be required by the Administrative Agent to comply with the extent Federal Assignment of Claims Act; and the Credit Parties shall take such actions as may be required by the Administrative Agent to be delivered pursuant to Section 6.14file such documentation with the appropriate Governmental Authorities.

Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) updated searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Collateral is certificated, undated stock powers attached thereto; (v) duly executed notices of grant of security interest in the case of any personal property Collateral located at premises leased form required by a Loan Party and set forth on Schedule 5.21(g)the Pledge Agreement as are necessary, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)’s security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent’s sole discretion, to perfect the extent required to be delivered pursuant to Section 6.14Administrative Agent’s security interest in the Collateral.

Personal Property Collateral. The Administrative Agent Each Loan Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches a completed Perfection Certificate, dated as of UCC filings in the jurisdiction of incorporation or formationClosing Date, as applicable, executed by a duly authorized officer of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchestogether with all attachments contemplated thereby; (ii) searches evidence that each Loan 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 adoption of ownership relevant corporate authorizations and any amendments to the articles of Intellectual Property in incorporation or other constitutional documents or agreements of such Loan Party pursuant to which any restrictions or inhibitions relating to the appropriate governmental offices and such patent/trademark/copyright filings as requested enforcement of any Lien created by the Administrative Agent in order Security Documents are removed) and authorized, made or caused to perfect be made any other filing and recording required under the Collateral Agent’s security interest in the Intellectual Property (Security Documents, and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed each UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers statement shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, have been filed, registered or recorded or shall have been delivered to the Collateral Agent and shall be in proper form for filing, registration or recordation; (1) the certificates and/or stock ledgers registry entries representing the shares of certificated Equity Interests pledged pursuant to the terms Guarantee and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesAgreement, together with allonges an undated stock power or assignments as may be necessary other instrument of transfer for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (2) an acknowledgement and consent, substantially in the form of Annex A to the Guarantee and Collateral Agreement, duly executed by any issuer of Equity Interests pledged pursuant to the Guarantee and Collateral Agreement that is not itself a party to the Guarantee and Collateral Agreement, (3) each promissory note pledged (endosado en garantía) pursuant to the Guarantee and Collateral Agreement duly executed (without recourse) in blank (or appropriate accompanied by an undated instrument of transfer executed in blank and satisfactory to create and perfect the Administrative Agent’s Collateral Agent and the Required Lenders’ security interest ) by the pledgor thereof and (4) the Subordinated Intercompany Note executed by the parties thereto accompanied by an undated instrument of transfer duly executed in blank and satisfactory to the CollateralCollateral Agent and the Required Lenders; and (viiiv) Qualifying Control Lien Waiver Agreements satisfactory with respect to the Administrative Agent to Borrower’s headquarters, the extent required to be delivered pursuant to Section 6.14Johnstown Facility and the Mexico Facility.

Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) updated searches of ownership of, and Liens on, intellectual property f each Loan Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Collateral is certificated, undated stock powers attached thereto; (v) duly executed notices of grant of security interest in the case of any personal property Collateral located at premises leased form required by a Loan Party and set forth on Schedule 5.21(g)the Pledge Agreement as are necessary, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)’s security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent’s sole discretion, to perfect the extent required to be delivered pursuant to Section 6.14Administrative Agent’s security interest in the Collateral.

Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Collateral AgentLender’s security interest in the Intellectual Property (and certain of which searches may be provided after in the Closing Date as determined by the Administrative Agent)United States; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, if necessary, relevant page(s) of the share register book of the Borrower showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens on the Collateral exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iii) searches of ownership of, and Liens on, federally registered intellectual property of each Credit Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) duly executed notices of grant of security interest in the case of any personal property Collateral located at premises leased form required by a Loan Party and set forth on Schedule 5.21(g)the Security Agreement as are necessary, such estoppel lettersin the Agent's sole discretion, consents and waivers from to perfect the landlords of such real property to Agent's security interest in the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper having a value in excess of $100,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to in the Administrative case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be (A) reasonably required by the Agent to and (B) obtainable upon the extent required to be delivered pursuant to Section 6.14exercise of commercially reasonable efforts by the Credit Parties.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) subject to Section 5.16(d), stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interest pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) to the extent required by the Administrative Agent, in the case of any personal property Collateral with an aggregate value in excess of $1,000,000 located at premises leased by a Loan Credit Party and set forth on Schedule 5.21(g), 3.19(a) such estoppel letters, consents and waivers from the landlords of such real property to the extent required the Borrower is able to be delivered in connection with Section 6.14 secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the Administrative Agent); (vivii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viiviii) Qualifying Deposit Account Control Agreements satisfactory to the Administrative Agent with respect to each deposit account, except payroll accounts and to the extent otherwise determined by the Administrative Agent; (ix) Securities Account Control Agreements satisfactory to the Administrative Agent with respect to each securities account, except payroll accounts and to the extent otherwise determined by the Administrative Agent; and (x) such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and the Credit Parties shall take such actions as may be delivered pursuant required by the Administrative Agent to Section 6.14file such documentation with the appropriate Governmental Authorities.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Lead Arrangers shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Lead Arrangers of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments, chattel paper and any other agreements as provided therein). (ii) A completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) searches the results of a recent search, by a Person satisfactory to Lead Arrangers, of all effective UCC filings financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made jurisdictions specified in order to perfect the Collateral Agent’s security interest in the CollateralQuestionnaire, together with copies of the financing statements on file in all such jurisdictions and evidence that no Liens exist other than Permitted Liens filings disclosed by such search, and (B) tax lien, judgment and bankruptcy searches; UCC termination statements (iior similar documents) searches of ownership of Intellectual Property duly executed by all applicable Persons for filing in the appropriate governmental offices and such patent/trademark/copyright filings all applicable jurisdictions as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Lead Arrangers) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party or any personal property Collateral is located, addressed to the Agents and the Lenders and dated as is necessaryof the Closing Date, as Lead Arrangers may reasonably request, in the Collateral Agent’s sole discretion, each case in form and substance reasonably satisfactory to perfect the Administrative Agent’s security interest in the Collateral;Lead Arrangers; and (iv) stock evidence that each Credit Party shall have taken or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required caused to be taken any other action, executed and delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required or caused to be deliveredexecuted and delivered any other agreement, filed, registered or recorded pursuant to the terms document and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of instrument (including without limitation any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required intercompany notes evidencing Indebtedness permitted to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Lead Arrangers.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s Lenders' security interest in the Perfection Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property of the Credit Parties in the appropriate governmental offices in the U.S. and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s 's security interest in the U.S. Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Credit Parties; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s Lenders' security interest in the Perfection Collateral; (iv) with respect to the stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) duly executed consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Lenders' security interest in the Perfection Collateral; (vi) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Credit Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent as may be reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to by the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vivii) copies of the Material Contracts, certified by an officer of the Borrower to be true and correct copies of such documents as of the Closing Date; and (viii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documentshereunder, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Perfection Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate U.S. governmental offices (i.e., the United States Patent and Trademark Office and United States Copyright Office) and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the U.S. Intellectual Property included in the Collateral (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) original executed stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedcertificated (it being agreed that the requirement of this Section 4.01(f)(iv) shall be deemed satisfied by delivery of such certificates and stock or transfer powers to the ABL Agent); (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), or at other locations pursuant to warehouseman, consignment, processing or similar agreements, such estoppel letters, consents and waivers from the landlords of such real property to the extent or third parties with possession of such Collateral required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the CollateralCollateral (it being agreed that the requirement of this Section 4.01(f)(vi) shall be deemed satisfied by delivery of such instruments, documents and chattel paper to the ABL Agent); and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings or equivalents in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright and other filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements or equivalents for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in all filing and recording fees and taxes shall have been duly paid and any surveys, title insurance, landlord waivers and access letters requested by the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such Administrative Agent with respect to real property to interests of the extent required to be delivered in connection with Section 6.14 (such letters, consents Borrower and waivers its Subsidiaries shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);have been obtained; and (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Lead Arrangers and Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in evidence satisfactory to the jurisdiction of incorporation or formation, as applicable, of each Loan Party Lead Arrangers and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the compliance by each Credit Party with its obligations under the Pledge and Security Agreements and the other Collateral Documents (including, without limitation, obligations to execute and deliver UCC (or equivalent) financing statements on file in such jurisdictions (or, for Non-U.S. Credit Parties, functionally similar, customary documents, if any), fixture filings, originals of securities, instruments and evidence that no Liens exist other than Permitted Liens chattel paper and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the a completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date and executed by an Authorized Officer of Xerium, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to the Lead Arrangers and Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or functionally similar, customary documents, if any) duly executed by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or functionally similar filings, if any) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to the Lead Arrangers and Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party or any personal property Collateral is located as is necessarythe Lead Arrangers or Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Lead Arrangers and Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) landlord of any Leasehold Property in the case of any personal property Collateral located at premises leased United States and by a Loan the applicable Credit Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required (ii) any intercompany notes evidencing Indebtedness permitted to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Lead Arrangers and Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property Collateral consisting of intellectual property; (and certain iv) all stock certificates evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of which searches may be provided after the Closing Date as determined any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative AgentAgent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iiiv) completed UCC financing statements for each appropriate jurisdiction as is necessary, all instruments and chattel paper evidencing obligations in excess of $100,000 in the Collateral Agent’s sole discretionaggregate in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the such Collateral; (ivvi) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed consents as are necessary, in blankthe Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; in each case to the extent such Pledged Collateral is certificated;and (vvii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Credit Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent as may be required to be delivered in connection with Section 6.14 (such letters, consents by and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property of the Credit Parties in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral; (iv) with respect to the stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) in the case of any personal property Collateral located at premises leased by a Loan Credit Party and set forth on Schedule 5.21(g3.19(a), such estoppel letters, consents and waivers from the landlords of such real property property, to the extent required the Company is able to be delivered in connection with Section 6.14 secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be deliveredduly executed consents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and sole discretion, to perfect the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office and the jurisdiction of organization of each Loan Party Obligor and each jurisdiction where any material Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchespermitted by Section 8.3; (ii) duly executed (as required) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable judgment, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock Capital Stock pledged to the Administrative Agent pursuant to the Borrower Pledge Agreement or transfer powers any Subsidiary Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Collateral is certificatedblank undated stock powers attached thereto; (v) such patent/trademark/copyright filings as requested by the Administrative Agent in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property order to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to perfect the Administrative Agent’s security interest in any intellectual property pledged pursuant to any Copyright Security Agreement, it being acknowledged any Trademark Security Agreement and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)Patent Security Agreement; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesObligors, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent’s reasonable judgment, to perfect the extent required to be delivered pursuant to Section 6.14Lenders’ security interest in the Collateral.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party, the state of incorporation or formation, as applicable, organization of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the Collateral, Collateral and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesjurisdictions; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s 's security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralProperty; (iv) all stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedattached thereto; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper individually in excess of $250,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in such instruments and chattel paper; (vi) with respect to any Collateral with a fair market value in excess of $250,000 in the Lenders’ aggregate held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as may be required by the Administrative Agent; (vii) in the case of any warehouse, plant or other real property material to the Credit Parties' business that is leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; (viii) with respect to the deposit accounts and securities accounts of the Credit Parties, such control agreements as may be reasonably required by the Administrative Agent; (ix) with respect to any Material Contract, such collateral assignment and consent to collateral assignment as may be required by the Administrative Agent; and (x) such other duly executed agreements or consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Administrative Agent's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any evidence reasonably satisfactory to Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the financing statements on file in such jurisdictions compliance by each Credit Party of their obligations under the Pledge and evidence that no Liens exist Security Agreement and the other than Permitted Liens Collateral Documents (including, without limitation, their obligations to execute and (B) tax liendeliver originals of securities, judgment instruments and bankruptcy searcheschattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the a completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party is organized as is necessaryCollateral Agent may reasonably request, in the each case in form and substance reasonably satisfactory to Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (ii) any intercompany notes evidencing the Pledged Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral and undated stock or transfer powers duly executed in blankAgent; in each case to the extent such Pledged Collateral is certificated;and (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance evidence satisfactory to the Administrative Collateral Agent that Company has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all such financing statements and notification to the Collateral Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to of, among other things, the Administrative Agent); (vi) to the extent required to be delivered, filed, registered upcoming lapse or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14expiration thereof.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralCredit Parties, copies of the financing statements on file in such jurisdictions and evidence evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, necessary to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers powers; and (iv) duly executed in blank; in each case consents as are necessary to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and . Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (viias defined in the Pledge Agreement) Qualifying Control Agreements satisfactory (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) after the Borrower uses commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such lien search and/or provision and/or perfection of a security interest in such pledged Collateral shall not constitute a condition precedent to the obligation of each Lender to make its initial Credit Extension on the Closing Date, but may instead be delivered within forty-five (45) days (or such longer period as the Administrative Agent to may reasonably agree in its discretion) after the extent required to be delivered pursuant to Section 6.14Closing Date.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) in the case of any personal property Collateral located at premises leased by a Loan Credit Party and set forth on Schedule 5.21(g), 3.16(f)(ii) such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 5.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in substantially the form of Exhibit 4.1(d) is satisfactory to the Administrative Agent); (vivii) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viiviii) Qualifying Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.; (ix) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; it being understood and agreed that satisfaction of the conditions set forth in the preceding clauses (d)(v), (vi), (vii), (viii) and (ix) is not required for the initial Extensions of Credit on the Closing Date so long as the Company has used commercially reasonable efforts to deliver the items therein set forth; and

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in In order to perfect secure the Collateral Agent’s payment of all Obligations, the Company hereby grants to Fidelity a security interest in the Collateral, copies and lien upon all of the financing statements on file Company's right, title and interest in such jurisdictions and evidence that no Liens exist other than Permitted Liens to (a) all Accounts, contract rights and general intangibles, receivables and claims whether now or hereafter arising, all guaranties and security therefor and all of the Company's right title and interest in the goods purchased and represented thereby including all of the Company's rights in and to returned goods and rights of stoppage in transit, replevin and reclamation as unpaid vendor; (b) all Inventory and all accessions thereto and products thereof and documents therefor; (c) all equipment and machinery, wherever located and whether now or hereafter existing, and all parts thereof, accessions thereto, and replacements therefor and all documents and general intangibles covering or relating thereto; (d) except to the extent prohibited by law or contract, all books and records pertaining to the foregoing, including but not limited to computer programs, data, certificates, records, circulation lists, subscriber lists, advertiser lists, supplier lists, customer lists, customer and supplier contracts, sales orders, and purchasing records; and (Be) tax lienall proceeds of the foregoing (collectively, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual the "Personal Property in the Collateral"). The Company agrees to comply with all appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent laws in order and to take all actions necessary or desirable in Fidelity's judgment to perfect the Collateral Agent’s Fidelity's security interest in and to the Intellectual Personal Property (Collateral, to execute any financing statement or additional documents as Fidelity may request and certain to deliver to Fidelity a list of all locations of its Inventory, equipment and machinery and landlord and or mortgagee lien waivers with respect to each site where Inventory, equipment or machinery is located and which searches may be provided after the Closing Date as determined is either leased by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessaryCompany or has been mortgaged by the Company, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased upon request by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Fidelity.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected and continuing First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party fully executed Pledge and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesSecurity Agreement; (ii) searches evidence satisfactory to Collateral Agent of ownership the compliance by each Credit Party of Intellectual Property in their obligations under the appropriate governmental offices Pledge and such patent/trademark/copyright filings Security Agreement and the other Collateral Documents, as requested by applicable, to the Administrative Agent in order extent required hereby and thereby (including, without limitation, their obligations to perfect authorize or execute, as the Collateral Agent’s security interest in the Intellectual Property (case may be, and certain deliver UCC financing statements, originals of which searches may be securities and instruments and chattel paper as provided after the Closing Date as determined by the Administrative Agenttherein); (iii) a completed UCC financing statements for Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each appropriate jurisdiction as is necessaryCredit Party, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateraltogether with all attachments contemplated thereby; (iv) stock or membership certificates, if anythe fully executed Intercompany Note, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case certain Indebtedness permitted to the extent such Pledged Collateral is certificatedbe incurred pursuant to Section 6.1(b); (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)[Reserved]; (vi) fully executed Intellectual Property Security Agreements, in proper form for filing or recording with the United States Patent and Trademark Office, the United States Copyright Office or any other Governmental Authority, as applicable, memorializing and recording the encumbrance of the Intellectual Property listed in Schedule 5.2 to the extent Pledge and Security Agreement; (vii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices, security interests or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its chief executive office and such other searches that are required by the Perfection Certificate or that Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be delivered, filed, registered or recorded pursuant to the terms and conditions of covered by the Collateral Documents, all instruments, documents and chattel paper in the possession of Documents (other than Permitted Liens or any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate other Liens acceptable to create and perfect the Administrative Collateral Agent’s and the Lenders’ security interest in the Collateral); and (viiviii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered pursuant or caused to Section 6.14be 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) required by Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) updated searches of ownership of, and Liens on, intellectual property f each Loan Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Collateral is certificated, undated stock powers attached thereto; (v) duly executed notices of grant of security interest in the case of any personal property Collateral located at premises leased form required by a Loan Party and set forth on Schedule 5.21(g)the Pledge Agreement as are necessary, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)’s security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent’s sole discretion, to perfect the extent required to be delivered pursuant to Section 6.14Administrative Agent’s security interest in the Collateral.

Personal Property Collateral. The Administrative Agent In order to ensure the continuation in favor of Collateral Agent, for the benefit of Secured Parties, or to evidence such continuation of, a valid, perfected First Priority security interest in the personal property Collateral, each Credit Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies reaffirmation of the obligations of the Credit Parties under the US Pledge and Security Agreement and the other Collateral Documents and, to the extent not previously delivered under the Existing Credit Agreement, evidence satisfactory to Collateral Agent of the compliance by each applicable Credit Party of its obligations under the US Pledge and Security Agreement and the other Collateral Documents (including its obligations to authorize UCC financing statements on file in such jurisdictions statements, and evidence that no Liens exist other than Permitted Liens execute and (B) tax liendeliver originals of securities, judgment instruments and bankruptcy searcheschattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) searches a completed Collateral Questionnaire dated as of ownership the Second Amendment Effective Date and executed by an Authorized Officer of Intellectual Property Tronox US or Holdings for and on behalf of each Credit Party party hereto as of the Second Amendment Effective Date together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent jurisdictions specified in order to perfect the Collateral Agent’s security interest Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized and, if applicable, executed by all applicable Persons for filing in the Intellectual Property (and certain of which searches all applicable jurisdictions as may be provided necessary to terminate any effective (after giving effect to the Closing Date as determined by transactions contemplated to occur on the Administrative AgentSecond Amendment Effective Date) UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction to the extent not previously delivered under the Existing Credit Agreement, and subject to Section 5.14, the certificates evidencing all of the issued and outstanding Equity Interests owned by the Credit Parties and pledged pursuant to the Collateral Documents, which certificates shall be accompanied by undated instruments of transfer duly executed in blank, and such other instruments and documents as is necessaryshall be necessary or, in the Collateral reasonable opinion of Administrative Agent’s sole discretion, desirable under applicable law to perfect (subject to certain Permitted Liens) the Administrative Agent’s First Priority security interest of the Collateral Agent in the Collateralsuch Equity Interests; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged not previously delivered under the Existing Credit Agreement, 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 Collateral is certificated;Agent, including but not limited to (x) the execution, delivery and filings of Intellectual Property Security Agreements and (y) the filing of UCC financing statements and any PPS Law (Australia) financing statements; and (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent not previously delivered under the Existing Credit Agreement, evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the tracking of all UCC financing statements of Borrower and the Guarantors and that will provide notification to Collateral Agent of, among other things, the upcoming lapse or expiration thereof. Notwithstanding the foregoing, solely with respect to Credit Parties that are Non-US Entities (other than Australian Subsidiaries), as of the Second Amendment Effective Date such Non-US Entities (other than Australian Subsidiaries) shall not be required to grant a security interest in favor of the Collateral Agent in respect of any Accounts or Inventory unless such assets are secured in favor of the ABL Agent or pursuant to Alternative Facility Liens (with any such security interest in favor of the Collateral Agent in respect of such Accounts or Inventory being subject to the Intercreditor Agreement or an Alternative Facility Intercreditor Agreement, as the case may be). Further, no Excluded Entity shall be required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14a Credit Party.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, or to evidence such creation, a valid, perfected First Priority security interest in the personal property Collateral, each Credit Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any evidence satisfactory to Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the compliance by each applicable Credit Party of its obligations under the US Pledge and Security Agreement and the other Collateral Documents (including its obligations to authorize UCC financing statements on file in such jurisdictions statements, and evidence that no Liens exist other than Permitted Liens execute and (B) tax liendeliver originals of securities, judgment instruments and bankruptcy searcheschattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) searches a completed Collateral Questionnaire dated as of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date and executed by an Authorized Officer of Tronox US or Holdings for and on behalf of each Credit Party party hereto as determined of the Closing Date and each Initial Australian Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the Administrative Agentjurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized and, if applicable, executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective (after giving effect to the transactions contemplated to occur on the Closing Date) UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction the certificates evidencing all of the issued and outstanding Equity Interests owned by the Credit Parties and pledged pursuant to the Collateral Documents, which certificates shall be accompanied by undated instruments of transfer duly executed in blank, and such other instruments and documents as is necessaryshall be necessary or, in the Collateral reasonable opinion of Administrative Agent’s sole discretion, desirable under applicable law to perfect (subject to certain Permitted Liens) the Administrative Agent’s First Priority security interest of the Collateral Agent in the Collateralsuch Equity Interests; (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent, including but not limited to (x) the Pledged Collateral execution, delivery and undated stock or transfer powers duly executed in blankfilings of Intellectual Property Security Agreements and (y) the filing of UCC financing statements and any PPS Law (Australia) financing statements; in each case to the extent such Pledged Collateral is certificated;and (v) evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the tracking of all UCC financing statements of Borrower and the Guarantors and that will provide notification to Collateral Agent of, among other things, the upcoming lapse or expiration thereof. Notwithstanding the foregoing, solely with respect to Credit Parties that are Non-US Entities (other than Australian Subsidiaries), as of the Closing Date such Non-US Entities (other than Australian Subsidiaries) shall not be required to grant a security interest in favor of the Collateral Agent in respect of any Accounts or Inventory unless such assets are secured in favor of the ABL Agent or pursuant to Alternative Facility Liens (with any such security interest in favor of the Collateral Agent in respect of such Accounts or Inventory being subject to the Closing Date Intercreditor Agreement or an Alternative Facility Intercreditor Agreement, as the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(gmay be). Further, such estoppel letters, consents and waivers from the landlords of such real property to the extent no Excluded Entity shall be required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14a Credit Party.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the Personal Property Collateral, each Credit Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) evidence that such Credit Party shall have taken or caused to be taken any action, executed and delivered or caused to be executed and delivered any agreement, document or instrument (Aincluding any Intellectual Property Security Agreements, intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b) or (x), UCC financing statements, originals of securities, instruments and chattel paper, any agreements governing deposit and/or securities accounts, in each case, as provided under and subject to the provisions of the Pledge and Security Agreement and any other Collateral Documents) and made or caused to be made searches of UCC filings in the jurisdiction of the chief executive office and state of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies or any filing or recording in furtherance thereof or in connection therewith, in each case, to the extent reasonably required by the Collateral Agent and in each case, subject to the provisions of the financing statements on file in such jurisdictions Pledge and evidence that no Liens exist Security Agreement and the other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesprovisions hereof; (ii) searches completed Collateral Questionnaire dated as of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined and executed by the Administrative Agent)an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessaryfully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions within the Collateral Agent’s sole discretionUnited States, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.07 to perfect the Administrative Agent’s security interest in the CollateralPledge and Security Agreement; (iv) stock or membership certificatesopinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection, if any, evidencing of the Pledged security interests in favor of the Collateral Agent in such Collateral and undated stock such other matters governed by the laws of each jurisdiction within the United States in which such Credit Party or transfer powers duly executed in blank; any Personal Property Collateral is located as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the extent Collateral Agent (and each Credit Party hereby instructs such Pledged Collateral is certificated;counsel to deliver such opinions to the Agents and the Lenders as of the Closing Date); and (v) in the case of evidence that each Credit Party shall have taken or caused to be taken any personal property Collateral located at premises leased by a Loan Party 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 Collateral Agent. Notwithstanding anything to the contrary in Section 3.01(h) or 3.01(i) it is understood and agreed that the perfection of a security interest in or a Lien on Schedule 5.21(gthe Collateral (other than any Collateral the security interest in or Lien on which may be perfected by the filing of a UCC financing statement, domestic Intellectual Property filings or the delivery of stock certificates with respect to the Borrower and each of its Domestic Subsidiaries (including, without limitation, the Acquired Business), such estoppel letters, consents ) shall not constitute a condition precedent to the Closing Date or the obligation of the Issuing Bank and waivers from each Lender to make the landlords of such real property initial Credit Extensions to the extent required that, after using its commercially reasonable efforts to be delivered in connection with Section 6.14 (do so, the Borrower is unable to perfect such letters, consents and waivers shall be in form and substance satisfactory security interest or provide such deliverable related to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory perfection of security interests or liens in the Collateral on or prior to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Closing Date.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party, the jurisdiction of organization or incorporation of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements (or amendments, if appropriate) for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) duly executed notices of grant of security interest in the case of any personal property Collateral located at premises leased form required by a Loan Party and set forth on Schedule 5.21(g)the Security Agreement as are necessary, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent's sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)'s security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent's reasonable discretion, to perfect the extent required to be delivered pursuant to Section 6.14Administrative Agent's security interest in the Collateral.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, or to evidence such creation, a valid, perfected First Priority security interest in the personal property Collateral in the United States, each Credit Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to authorize UCC financing statements, and execute and deliver originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); including (A) searches the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC filings financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdiction of incorporation or formationappropriate jurisdictions, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, together with copies of the financing statements on file in all such jurisdictions and evidence that no Liens exist other than Permitted Liens filings disclosed by such search, and (B) tax lienUCC termination statements (or similar documents) duly authorized and, judgment and bankruptcy searchesif applicable, executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (ii) searches the certificates evidencing all of ownership the issued and outstanding Equity Interests owned by the Credit Parties and pledged pursuant to the Pledge and Security Agreement, which certificates shall be accompanied by undated instruments of Intellectual Property transfer duly executed in blank, and such other instruments and documents as shall be necessary or, in the appropriate governmental offices and such patent/trademark/copyright filings as requested by reasonable opinion of Administrative Agent, desirable under applicable law to perfect (subject to certain Permitted Liens) the Administrative First Priority security interest of the Collateral Agent in order such Equity Interests; provided that, to perfect the Collateral Agent’s extent the terms of the Interim Order provide for a perfected security interest in such Equity Interests, the Intellectual Property (and certain of which searches may Credit Parties shall be provided permitted to deliver such certificates to Administrative Agent within 10 Business Days after the Closing Date or such longer period as determined may be agreed to by the Administrative Agent), but in any event, no longer than 15 Business Days after the Closing Date; (iii) completed 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), including UCC financing statements for each appropriate jurisdiction as is necessarystatements, in the reasonably required by Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions tracking of the Collateral Documents, all instruments, documents and chattel paper in the possession UCC financing statements of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s Borrower and the Lenders’ security interest in Guarantors and that will provide notification to Collateral Agent of, among other things, the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14upcoming lapse or expiration thereof.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Credit Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent:. (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (A) searches of UCC filings in the jurisdiction of incorporation including their obligations to authorize or formationexecute, as applicablethe case may be, and deliver UCC financing statements, file and register PPSA applications for registration or financing statements, originals of securities, instruments, chattel paper, notices, and Deposit Account Control Agreements on all Deposit Accounts and Securities Account Control Agreements on all Securities Accounts, in each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateralcase, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesExcluded Accounts); (ii) searches (A) a completed Collateral Questionnaire dated the Closing Date, together with all attachments contemplated thereby, (B) the results of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested recent searches, by the Administrative Agent in order a Person satisfactory to perfect the Collateral Agent’s security interest , of all effective PPSA financing statements (or equivalent filings) made with respect to any personal property of any Credit Party in the Intellectual Property each jurisdiction where Collateral Agent considers it to be necessary or reasonably desirable that such searches be conducted, together with copies of all such filings disclosed by such search, and (and certain of which searches C) PPSA financing change statements (or similar documents) duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate any effective PPSA financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction fully executed and, as is necessaryappropriate, notarized Intellectual Property Security Agreements, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest proper form for filing or recording in the Collateralall appropriate places in all applicable jurisdictions; (iv) stock or membership certificates, if any, evidencing opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the Pledged creation and perfection of the security interests in favor of Collateral Agent in such Collateral and undated stock such other matters governed by the laws of each jurisdiction in which any Credit Party or transfer powers duly executed in blank; any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the extent such Pledged Collateral is certificated;Agent; and (v) in 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 (i) a Landlord Collateral Access Agreement executed by the case landlord of any personal property Collateral located leased location that is the headquarters of the Credit Parties or at premises leased which material books and records are maintained, and by a Loan the applicable Credit Party and (ii) an Intercompany Note and Subordination) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent herein) reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative by Collateral Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Loan Parties shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches evidence satisfactory to the Collateral Agent of UCC filings in the jurisdiction of incorporation or formation, as applicable, of compliance by each Loan Party of their obligations under the Pledge and each jurisdiction where Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize and deliver UCC financing statements, originals of securities, instruments and chattel paper and any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesagreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the a completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral as is necessaryCollateral Agent may reasonably request, in the each case in form and substance reasonably satisfactory to Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock evidence that each Loan Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument (including without limitation a Landlord Collateral Access Agreement executed by the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal property Collateral located at premises leased Leasehold Property and by a the applicable Loan Party Party) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent herein) reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative by Collateral Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance reasonably satisfactory to the Administrative AgentLender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Collateral AgentLender’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral AgentLender’s sole reasonable discretion, to perfect the Administrative AgentLender’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Collateral Equity is certificated;; provided, that, to the extent such foregoing deliverables are not provided by the Closing Date, they shall be delivered within sixty (60) days of the Closing Date (or such longer period as permitted by the Lender in its reasonable discretion); and (v) in with respect to the case of any personal property Collateral located at premises leased by a Loan Party intercompany revolving arrangement between the Borrower and set forth Zynga Game International Limited identified on Schedule 5.21(g)7.02, such estoppel letters, consents an acknowledgment and waivers consent from the landlords of such real property Zynga Game International Limited to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory grant of a security interest therein to the Administrative Agent, it being acknowledged Lender for the benefit of the Secured Parties and agreed that any Landlord Waiver is satisfactory to the Administrative Agentexercise of remedies by the Lender with respect to such security interest (including an agreement to render performance thereunder to the Lender or its transferee after such exercise of remedies by the Lender); ; provided, that, (viA) to the extent required to such foregoing deliverables are not provided by the Closing Date, they shall be delivered, filed, registered or recorded pursuant to the terms and conditions delivered within sixty (60) days of the Collateral Documents, all instruments, documents Closing Date (or such longer period as permitted by the Lender in its reasonable discretion) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viiB) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent that, prior to the date provided in the immediately preceding clause (A), the obligations under such intercompany revolving arrangement are permanently satisfied (including by way of cancellation of such Indebtedness or contribution of such Indebtedness to capital or similar arrangement), the delivery of such foregoing deliverables shall no longer be required to and the obligations under this clause (v) shall be delivered pursuant to Section 6.14deemed satisfied.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC (or its equivalent in the relevant jurisdiction) filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property owned by each of the Loan Parties in the appropriate U.S. governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the U.S. Intellectual Property (and certain of which searches may be provided after the Closing Date as determined owned by the Administrative Agent)each Domestic Loan Party; (iii) completed UCC (or its equivalent in the relevant jurisdiction) financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretionnecessary and applicable, to perfect the Administrative Agent’s security interest in the Collateral; (iv) (A) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificatedcertificated and (B) to the extent applicable, an update to the register of mortgages with respect to any Pledged Equity pledged by Holdings; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the register or mortgages and charges of Holdings showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be a perfection certificate executed and delivered pursuant to Section 6.14by a Responsible Officer of each Domestic Loan Party.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (viv) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx (the “Hollywood FL Location”), such estoppel letters, consents and waivers from the landlords landlord of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);; and (viv) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Loan Party shall have receiveddelivered to the Collateral Agent: (1) a completed Perfection Certificate dated the Restatement Effective Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby; (2) evidence that each Loan 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 any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent; (3) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection of the security interests in favor of the Collateral Agent in the Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request (including opinions of counsel regarding any share pledge agreement), in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (i4) (A) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches or equivalent reports or searches, each of UCC filings in the jurisdiction of incorporation a recent date listing all effective financing statements, lien notices or formation, as applicable, of each comparable documents that name any Loan Party as debtor and each jurisdiction where that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral is located Agent deems reasonably necessary or where a filing would need appropriate, none of which encumber the Collateral covered or intended to be made in order to perfect covered by the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist Security Documents (other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order or any other Liens acceptable to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii5) Qualifying Control Agreements satisfactory a Junior Lien Intercreditor Agreement executed by the Collateral Agent, collateral agent with respect to the Administrative Agent to Second Lien Notes and the extent required to be delivered pursuant to Section 6.14Loan Parties.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of the state of incorporation or formation, as applicable, organization of each Loan Credit Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed necessary by the Collateral Agent’s security interest in the Collateral, Administrative Agent and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesjurisdictions; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralProperty; (iv) all stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedattached thereto; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper individually in excess of $500,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s security interest in such instruments and chattel paper; (vi) with respect to any Collateral with a fair market value in excess of $500,000 in the Lenders’ aggregate held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as may be required by the Administrative Agent; (vii) with respect to the deposit accounts and securities accounts of the Credit Parties, such control agreements as may be required pursuant to the terms of Section 5.14; and (viii) such other duly executed agreements or consents as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence as of the Closing Date that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) subject to Section 5.16(e)(v) hereof, stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ; (iv) duly executed consents as are necessary, in each case the Administrative Agent’s reasonable discretion, to perfect the extent such Pledged Collateral is certificatedLenders’ security interest in the Collateral; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents and listed on Schedule 3.16(b), all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viivi) Qualifying Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.; (vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; and

Personal Property Collateral. The Administrative Agent Initial Lenders shall have received, in form and substance satisfactory to the Administrative AgentInitial Lenders: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/, trademark and copyright filings as requested by the Administrative Agent Initial Lenders in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s Initial Lenders’ sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Collateral Agent’s and the Lenders’ security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to the Administrative Agent Initial Lenders to the extent required to be delivered pursuant to Section 6.146.13.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralCredit Parties, copies of the financing statements on file in such jurisdictions and evidence evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, necessary to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers powers; and (iv) duly executed in blank; in each case consents as are necessary to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and . Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (viias defined in the Pledge Agreement) Qualifying Control Agreements satisfactory (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) after the Borrower uses commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such lien search and/or provision and/or perfection of a security interest in such pledged Collateral shall not constitute a condition precedent to the obligation of each Lender to make its initial Credit Extension on the Closing Date, but may instead be delivered within forty-five (45) days (or such longer period as the Administrative Agent to may reasonably agree in its discretion) after the extent required to be delivered pursuant to Section 6.14Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received: (A) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of its obligations under the Pledge and Security Agreement, the Intellectual Property Security Agreements and the other Collateral Documents (including, without limitation, its obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (B) a completed Perfection Certificate dated as of the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search or otherwise in existence (other than any such financing statements in respect of Permitted Liens), and (C) evidence satisfactory to Collateral Agent of the termination and release of all Liens (other than Permitted Liens) or that arrangements for such terminations and release have been made; (C) any Share Certificates representing shares of Capital Stock owned by or on behalf of any Credit Party constituting Collateral as of the Closing Date, together with undated stock powers (or their equivalent) with respect thereto executed in blank; (D) opinions of counsel with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is organized as Collateral Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s its sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viiE) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required 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 without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof (vi) duly executed consents as are necessary, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Administrative Agent’s sole discretion, such estoppel letters, consents and waivers from to perfect the landlords of such real property Lenders’ security interest in the Collateral; (vii) to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.;

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Borrower, the state of incorporation or formation, as applicable, organization of each Loan Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s 's security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralProperty; (iv) all stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedattached thereto; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 all instruments (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (viexcluding checks) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in such instruments and chattel paper; (vi) with respect to any Collateral held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as may be reasonably required by the Lenders’ Administrative Agent; (vii) in the case of any warehouse, plant or other real property material to the Borrowers' business that is leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; (viii) with respect to the deposit accounts and securities accounts of the Borrowers, such control agreements as may be required by the Administrative Agent; (ix) with respect to any Material Contract, such collateral assignment and consent to collateral assignment as may be required by the Administrative Agent; and (x) such other duly executed agreements or consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Administrative Agent's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence as of the Closing Date that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) subject to Section 5.16(e)(v) hereof, stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ; (iv) duly executed consents as are necessary, in each case the Administrative Agent’s reasonable discretion, to perfect the extent such Pledged Collateral is certificatedLenders’ security interest in the Collateral; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents and listed on Schedule 3.16(b), all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viivi) Qualifying Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.; (vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; and

Personal Property Collateral. (i) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) received (A) searches each original certificate representing the shares of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need Equity Interests pledged pursuant to be made in order to perfect the Collateral Agent’s security interest Agreement, together with an undated stock power for each such certificate executed in the Collateral, copies blank by a duly authorized officer of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens applicable pledgor thereof and (B) tax lien, judgment and bankruptcy searches;each original promissory note (if any) pledged to the Administrative Agent pursuant to the Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the applicable pledgor thereof. (ii) Each document (including, without limitation, any UCC financing statements and any intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) required by the Collateral Agreement or under Applicable Law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens) or to evidence such Liens, shall be in proper form for filing, registration or recordation and all filing and recording fees and taxes in connection therewith shall have been paid in full by the Borrower. (iii) The Administrative Agent shall have received all searches of ownership of Intellectual Property in the appropriate governmental offices (including UCC and such patent/trademark/copyright filings as other lien searches and intellectual property searches) reasonably requested by the Administrative Agent in order to perfect connection with the security interests in, and Liens on, the Collateral Agent’s which shall indicate that the assets and Properties of the Credit Parties are free and clear of all Liens (other than Permitted Liens). (iv) The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Intellectual Property Collateral (including, without limitation, any landlord waivers or collateral access agreements, deposit or securities account control agreements, notices and certain assignments of which searches may claims required under Applicable Laws, bailee or warehouseman letters or filings with any applicable Governmental Authority); provided, that if such documents cannot be provided after obtained by the Closing Date as determined by after the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, Credit Parties’ use of commercially reasonable efforts to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case obtain such documents then such action shall not constitute a condition precedent to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions availability of the Collateral DocumentsCredit Facility on the Closing Date, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may but shall instead be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered taken pursuant to Section 6.148.18.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Loan Party, S/B Parent, Global Parent, and Liberty Top Parent of their obligations under the Security Agreement and the other Collateral Documents to which they are parties (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) searches of UCC filings appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation or formationCollateral Agent, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the Collateral Agent’s security interest in the Collateralinterests purported to be created by each Security Agreement, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;evidence satisfactory to Collateral Agent of the filing of such UCC-1 financing statements, (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property original certificates (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case ) with respect to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions all of the Collateral Documents, all instruments, documents and chattel paper in the possession of Capital Stock issued by (A) any of the Loan Parties, (B) Franchise Group Intermediate B, LLC, a Delaware limited liability company, and (C) Liberty Top Parent, Liberty Parent, and S/B Parent, in each case, together with allonges or assignments as may undated powers executed in blank with respect thereto (provided, that any such certificates issued by any Person other than Borrower shall only be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant on the Closing Date to Section 6.14the extent timely received after using commercially reasonable efforts to obtain them), and (iii) A completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, S/B Parent, Global Parent; and Liberty Top Parent), together with all attachments contemplated thereby.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Party, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the such Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Administrative Agent to Lenders' security interest in the extent required to be delivered pursuant to Section 6.14Collateral.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; provided, however, Borrowers shall not be required to deliver the stock certificates representing the Pledged Equity of the India Subsidiary; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(i), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of registered and pending Intellectual Property in the appropriate governmental offices United States Copyright Office and such patent/trademark/copyright filings as requested the United States Patent and Trademark Office and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s reasonable discretion, to perfect the Collateral Administrative Agent’s security interest in the such Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificatescertificates and endorsements of, if anyor recordings of, or notations on, such certificates evidencing Equity Interests pledged pursuant to the Pledged terms of the Collateral and Documents, together with, where applicable, undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viivi) Qualifying Control Agreements satisfactory to in the Administrative Agent case of any personal property Collateral located at premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords of such real property, to the extent required to be delivered pursuant to Section 6.146.13(c); and (vii) Qualifying Control Agreements to the extent required to be delivered pursuant to Section 6.13(d).

Personal Property Collateral. The Receipt by the Administrative Agent shall have received, in form and substance satisfactory to of the Administrative Agentfollowing: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, formation of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesParty; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Security Agreement or membership certificatesany other pledge agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (iv) searches of ownership of, and Liens on, United States registered intellectual property owned by each Loan Party in the appropriate governmental offices; (v) duly executed notices of grant of security interest in the case of form required by any personal security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property Collateral located at premises leased owned by a the Loan Party Parties (if and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to perfection may be delivered achieved in connection with Section 6.14 (the United States Patent and Trademark Office or the United States Copyright Office by such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agentfilings);; and (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions certificates of the Collateral Documents, all instruments, documents and chattel paper in the possession insurance issued on behalf of any insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, and endorsements naming the Administrative Agent as additional insured on liability policies and lender’s loss payee on property and casualty policies; provided, however, that, each of the requirements set forth in Section 3.1(g) (other than a Lien that may be perfected by the filing of a Uniform Commercial Code financing statement or by possession of certificates representing capital stock or other certificated instrument of the Acquired Business, together with allonges transfer powers therefor (provided that such certificated capital stock and other certificated instrument of the Acquired Business will be required to be delivered on the Closing Date only to the extent the same are received from the Acquired Business after the Borrower’s use of commercially reasonable efforts to do so) or, with respect to intellectual property registered (or assignments applications for registration) with the United States Patent and Trademark Office (the “USPTO”) or the United States Copyright Office (the “USCO”), intellectual property filings with the USPTO or the USCO, as may applicable (provided that the Borrower’s sole obligation shall be to execute and deliver, or cause to be executed and delivered, necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ intellectual property security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory agreements to the Administrative Agent in proper form for filing with the USPTO and the USCO and to irrevocably authorize, and to cause the applicable Guarantor to irrevocably authorize, the Administrative Agent to file such intellectual property security agreements with the USPTO and USCO)) shall not constitute conditions precedent to any Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the extent Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to be delivered pursuant to Section 6.14perfect such security interests within ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party Borrower, the chief executive office of each Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect the Collateral Agent’s security interest in the Collateralby a creditor of a Borrower, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Collateral is certificatedblank undated stock powers attached thereto; (v) in except for the case De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of any personal property Collateral located at premises leased by a Loan Party and set forth the Borrowers listed on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property 9.10 to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)this Credit Agreement; (vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, in form and substance reasonably satisfactory to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, Agent; (vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and 's security interest in the Collateral to the extent required under the Security Documents; and (viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders’ ' security interest in the Collateral; and (vii) Qualifying Control , including, without limitation, such Acknowledgment Agreements satisfactory to from lessors of real property, warehousemen and other third parties as the Administrative Agent to the extent required to be delivered pursuant to Section 6.14may require.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party Borrower, the chief executive office of each Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect the Collateral Agent’s security interest in the Collateralby a creditor of a Borrower, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; ; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blankblank undated stock powers attached thereto; in each case to the extent such Pledged Collateral is certificated; (v) in except for the case De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of any personal property Collateral located at premises leased by a Loan Party and set forth the Borrowers listed on Schedule 5.21(g)9.10 to this Credit Agreement; (vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); ; (vivii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in the Collateral to the extent required under the Security Documents; and (viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders’ ' security interest in the Collateral; and (vii) Qualifying Control , including, without limitation, such Acknowledgment Agreements satisfactory to from lessors of real property, warehousemen and other third parties as the Administrative Agent to the extent required to be delivered pursuant to Section 6.14may require.

Personal Property Collateral. The Administrative In order to create in favor of Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence reasonably satisfactory to Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein and a duly executed authorization to pre-file UCC-1 financing statements), together with (A) searches of UCC filings appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation or formationAgent, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions interests purported to be created by each Pledge and evidence that no Liens exist other than Permitted Liens Security Agreement and each Mortgage and (B) tax lien, judgment and bankruptcy searchesevidence reasonably satisfactory to Agent of the filing of such UCC-1 financing statements; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after A completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements for evidence that each appropriate jurisdiction as is necessaryLoan Party shall have taken or caused to be taken any other action, in executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (A) a Collateral Access Agreement executed by the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal property Collateral located at premises leased Leasehold Property and by a the applicable Loan Party Party, and (B) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to clause (b) of the definition of Permitted Indebtedness) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent herein) reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative by Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Collateral Agent shall have ---------------------------- received, in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and its legal counsel: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax liensearches of the records of the Federal Aviation Administration as to ownership of, judgment and bankruptcy searchesevidence that no Liens exist with respect to, the Aircraft; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s 's (and its counsel's) sole discretion, to perfect the Administrative Collateral Agent’s 's security interest in the Collateral; (iii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock with respect to Domestic Subsidiaries pledged to the Collateral Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Collateral is certificated, undated stock powers attached thereto; (v) duly executed notices of grant of security interest in the case of any personal property form required by the Security Agreement as are necessary, in the Collateral located at premises leased by a Loan Party Agent's (and set forth on Schedule 5.21(g)its legal counsel's) sole discretion, such estoppel letters, consents and waivers from to perfect the landlords of such real property to Collateral Agent's security interest in the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)Collateral; (vi) all promissory notes evidencing debt of Foreign Subsidiaries to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper any Credit Party in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Collateral Agent’s and 's security interest in such Collateral; (vii) duly executed consents as are necessary, in the Lenders’ Collateral Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and (viiviii) Qualifying Control Agreements satisfactory to in the Administrative Agent to case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the extent landlords on such real property as may be required to be delivered pursuant to Section 6.14by the Collateral Agent.

Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral; (iviii) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (viv) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)the headquarters of the Company, such estoppel letters, consents and waivers from the landlords landlord of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative AgentLender); (viv) to the extent required to be delivereddelivered by this Agreement and not already delivered pursuant to the Existing Credit Agreement, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and (viivi) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, Qualifying Control Agreements satisfactory to the Administrative Agent Lender to the extent required to be delivered pursuant to Section 6.146.15; and (vii) such documentation as may be required by the Lender to comply with the Federal Assignment of Claims Act; and the Loan Parties shall take such actions as may be required by the Lender to file such documentation with the appropriate Governmental Authorities.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property of each Loan Party in the appropriate governmental offices United States Copyright Office and such patent/trademark/copyright filings as requested the United States Patent and Trademark Office and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)each Loan Party; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificatescertificates and endorsements of, if anyor notations on, such certificates evidencing Equity Interests pledged pursuant to the Pledged terms of the Collateral and Documents, together with undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viivi) a Qualifying Control Agreements satisfactory to Agreement for each securities account set forth on Schedule 5.20(c) (other than Excluded Accounts) duly executed by the Administrative Agent to applicable Loan Party and the extent required to be delivered pursuant to Section 6.14.securities intermediary at which such account is maintained;

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of filings under the UCC filings and PPSA in the jurisdiction of incorporation or formation, as applicable, the chief executive office and the jurisdiction of formation of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens (and (B) tax lien, judgment and bankruptcy searchesLiens that are to be terminated on the Closing Date); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices UCC and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC PPSA financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices; (iv) such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the Intellectual Property; (v) all stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank; blank undated stock powers attached thereto; (vi) all instruments and chattel paper in each case the possession of any of the Credit Parties (to the extent such Pledged Collateral is certificatedrequired by the Security Documents), together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent's security interest in the Collateral; (vvii) duly executed consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Lenders' security interest in the Collateral; (viii) subject to Section 5.15(b), in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Credit Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect reasonably required by the Administrative Agent’s Agent and as may be obtained by the Lenders’ security interest in the CollateralCredit Parties after using commercially reasonable efforts; and (viiix) Qualifying Control Agreements satisfactory subject to Section 5.15(c), duly executed account control agreements with respect to Collateral for which a control agreement is required for perfection of the Administrative Agent to Agent's security interest under the extent required to be delivered pursuant to Section 6.14UCC.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) certified copies, each as of a recent date, of (A) UCC searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest jurisdictions specified in the CollateralPerfection Certificate with respect to each Credit Party, together with copies of the financing statements on file in all filings disclosed by such jurisdictions and evidence that no Liens exist other than Permitted Liens and searches, (B) tax lienand judgment lien searches, judgment bankruptcy and bankruptcy searchespending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Credit Party as debtor and that are filed in the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business, and (C) such other searches that the Administrative Agent reasonably requests; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessarynecessary or appropriate, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement and undated stock or transfer powers with respect thereto, duly executed in blank; ; (iv) duly executed consents as are necessary, in each case the Administrative Agent’s sole discretion, to perfect the extent such Pledged Collateral is certificatedLenders’ security interest in the Collateral; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viivi) Qualifying Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14the terms hereof or the other Security Documents; and (vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to the terms hereof or the other Security Documents.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of filings under the UCC filings and PPSA (or corresponding local laws) in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party, the jurisdiction of organization of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of the appropriate Mexican registries in the jurisdictions of registration of each of the Mexican Subsidiaries and evidence that no Liens exist other than Permitted Liens; (iii) duly completed financing statements under the UCC and PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent's reasonable discretion, to perfect (or otherwise render opposable to third parties) the Administrative Agent's security interest in the Collateral; (iv) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the CollateralCollateral to the extent required under the Security Agreements; (vi) duly executed consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Lenders' security interest in the Collateral including, without limitation, such Acknowledgment Agreements from lessors of real property as the Administrative Agent may require where collateral value is $100,000 or more; (vii) Blocked Account Agreements with respect to each of the deposit accounts, other than those excluded pursuant to the last sentence of Section 9.12, of the Credit Parties not maintained with the Administrative Agent substantially in the form of Exhibit I-2 or other tri-party agreements in form and substance reasonably satisfactory to the Administrative Agent; (viii) copies of (x) the Ozer Valuation Services LLC Inventory Appraisal Report dated October 2002 and (y) the Corporate Valuation Advisors, Inc. Valuation made as of September 1, 2002; and (viiix) Qualifying Control Agreements satisfactory all stock certificates evidencing the Capital Stock pledged to the Administrative Agent pursuant to the extent required to be delivered pursuant to Section 6.14Pledge Agreement and the Holdings Pledge Agreement, together with duly executed in blank undated stock powers attached thereto.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Material Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Material Intellectual Property; (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent's security interest in the Collateral; (vii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and (viii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Credit Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect required by the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected and continuing First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party Pledge and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesSecurity Agreement; (ii) searches the fully executed Sony Intercreditor Agreement, the Sony Master Bailee Agreement, the Sony Subordination Agreement and the Sony Set-off Letter Agreements; (iii) the Existing Seller Notes Subordination Agreements executed by each of ownership the parties to Existing Seller Notes as of the Closing Date and listed on Schedule 6.1. (iv) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents, as applicable, to the extent required hereby and thereby (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities and instruments and chattel paper as provided therein); (v) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (vi) The fully executed Intercompany Note evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b); (vii) the fully executed Non-U.S. Security Documents, including: (A) the Master Debenture, (B) the Security over Shares Agreement; and (C) Charge over Intellectual Property and any notices or documents required to be provided or executed under the terms of each of the foregoing Non-U.S. Security Documents; (viii) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in the appropriate governmental offices United States Patent and such patent/trademark/copyright filings as requested by Trademark Office and the Administrative Agent in order to perfect United States Copyright Office, memorializing and recording the Collateral Agent’s security interest in encumbrance of the Intellectual Property Assets listed in Schedule 5.1 to the Pledge and Security Agreement; (ix) certified copies of UCC, United States Patent and certain Trademark Office and United States Copyright Office, fully executed recordal applications in respect of any Intellectual Property registrable in the United Kingdom or European Union, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its chief executive office and such other searches that are required by the Collateral Questionnaire or that Collateral Agent deems necessary or appropriate, none of which searches may encumber the Collateral covered or intended to be provided after the Closing Date as determined covered by the Administrative Collateral Documents (other than Permitted Liens or any other Liens acceptable to Collateral Agent); (iiix) completed UCC financing statements evidence acceptable to Collateral Agent of payment or arrangements for each appropriate jurisdiction as is necessarypayment by the Credit Parties of all applicable recording taxes, in fees, charges, costs and expenses required for the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions recording of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viixi) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered pursuant or caused to Section 6.14be 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 Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Administrative Agent to Lenders' security interest in the extent required to be delivered pursuant to Section 6.14Collateral.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in substantially the form of Exhibit N is reasonably satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in evidence satisfactory to the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Requisite Lenders of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements on file in such jurisdictions statements, originals of securities, instruments and evidence that no Liens exist other than Permitted Liens chattel paper and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches (A) The results of ownership a recent search, by a Person satisfactory to Collateral Agent, of Intellectual Property all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the appropriate governmental offices and such patent/trademark/copyright filings as jurisdictions reasonably requested by the Administrative Agent Requisite Lenders, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches all applicable jurisdictions as may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which opinions and such counsel shall be reasonably satisfactory to the Requisite Lenders) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party or any personal property Collateral is located as is necessarythe Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;Requisite Lenders; and (iv) stock evidence that each Credit Party shall have taken or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required caused to be taken any other action, executed and delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required or caused to be deliveredexecuted and delivered any other agreement, fileddocument and instrument (including without limitation, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required Intercompany Notes evidencing Indebtedness permitted to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Requisite Lenders.

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Loan Party shall have delivered to the Collateral Agent: (1) evidence satisfactory to the Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit accounts as provided therein and their obligation to conduct Lien searches in accordance with the terms of the Security Agreement); (2) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby; (3) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2(II) to the Security Agreement; (4) evidence that each Loan 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 any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; (5) the Collateral Agent shall have receivedreceived a certificate from the applicable Loan Party’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.05 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.05; and (6) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection of the security interests in favor of the Collateral Agent in the Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request (including opinions of counsel regarding any share pledge agreement), in each case in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings (or its equivalent in foreign jurisdictions) in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements (or its equivalent) on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchespending litigation searches (or its equivalent in foreign jurisdictions); (ii) completed UCC financing statements (or its equivalent in foreign jurisdictions) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and the Foreign Pledge Agreements and Foreign Security Agreements and undated stock or transfer powers duly executed in blank; (iv) duly executed consents as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Lenders’ security interest in the Collateral, including, without limitation, with respect to the French Security a certified copy of the resolutions of Checkpoint France S.A.S. shareholder’s meeting authorizing the beneficiaries to become shareholders of the French Security; (v) all intercompany notes in the possession of any of the Credit Parties and required to be pledged as Collateral pursuant to Section 5.12, together with applicable allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in such Collateral; (vi) in the case of any personal property Collateral located at premises leased by a Domestic Credit Party, a Hong Kong Guarantor or a German Guarantor and set forth on Schedule 3.25(b), such estoppel letters, consents and waivers from the landlords of such real property to the extent required in accordance with Section 5.13. (vii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Domestic Credit Parties; (iiiviii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Domestic Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.;

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralCredit Parties, copies of the financing statements on file in such jurisdictions and evidence evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, necessary to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers powers; and (iv) duly executed in blank; in each case consents as are necessary to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to . Notwithstanding the Administrative Agent foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such Pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate; provided that stock certificates will only be required to be delivered pursuant on the Closing Date to Section 6.14the extent received from the Closing Date Acquisition Sellers) after the Borrower uses commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such lien search and/or provision and/or perfection of a security interest in such Pledged Collateral shall not constitute a condition precedent to obligation of each Lender to make its initial Credit Extension on the Closing Date, but may instead be delivered within forty-five (45) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any evidence satisfactory to Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the compliance by each Credit Party with its obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements on file in such jurisdictions statements, originals of securities, instruments and evidence that no Liens exist other than Permitted Liens chattel paper and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches a completed Collateral Questionnaire executed by an Authorized Officer of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)each Credit Party, together with all attachments contemplated thereby; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessaryfully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the Collateral Agent’s sole discretion, encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to perfect the Administrative Agent’s security interest in the CollateralPledge and Security Agreement; (iv) stock or membership certificates, if any, evidencing opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the Pledged creation and perfection of the security interests in favor of Collateral Agent in such Collateral and undated stock or transfer powers duly executed such other matters governed by the laws of each jurisdiction in blank; which any Credit Party is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the extent such Pledged Collateral is certificatedAgent; (v) in 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 (i) the case use of commercially reasonable efforts to obtain a Landlord Personal Property Collateral Access Agreement executed by the landlord of any personal property Collateral located at premises leased Leasehold Property and by a Loan the applicable Credit Party and (ii) the delivery of any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent herein) reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative by Collateral Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);; and (vi) evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions tracking of the Collateral Documents, all instruments, documents and chattel paper in the possession of any UCC financing statements of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s Borrower and the Lenders’ security interest in Guarantors and that will provide notification to Collateral Agent of, among other things, the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14upcoming lapse or expiration thereof.

Personal Property Collateral. The In order to create in favor of Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) Subject to Section 5.19, evidence reasonably satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) searches of UCC filings appropriate financing statements on Form UCC‑1 in form for filing in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation or formationAdministrative Agent, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Document and (B) tax lien, judgment and bankruptcy searchesevidence satisfactory to Administrative Agent of the submission for filing of such UCC-1 financing statements; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Perfection Certificate dated the Closing Date as determined and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements for evidence that each appropriate jurisdiction as is necessaryLoan Party shall have taken or caused to be taken any other action, in executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, subject to Section 5.19, (A) a Collateral Access Agreement executed by the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal leasehold property Collateral located at premises leased and by a the applicable Loan Party Party, and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property (B) Control Agreements (or equivalent documentation to the extent required under any applicable Foreign Security Document for accounts located outside the U.S.) for all Deposit Accounts and Security Accounts held by a Loan Party) and made or caused to be delivered in connection with Section 6.14 (such letters, consents made any other filing and waivers shall be in form and substance satisfactory to the recording reasonably required by Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralCredit Parties, copies of the financing statements on file in such jurisdictions and evidence evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, necessary to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers powers; and (iv) duly executed in blank; in each case consents as are necessary to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to . Notwithstanding the Administrative Agent foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such Pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate; provided that stock certificates will only be required to be delivered pursuant on the Closing Date to Section 6.14the extent received from the Closing Date Acquisition Sellers) after the Borrower uses commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such lien search and/or provision and/or perfection of a security interest in such Pledged Collateral shall not constitute a condition precedent to obligation of each Lender to make its initial Credit Extension on the Closing Date, but may instead be delivered within forty-five (45) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, and duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) duly executed consents as are necessary, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)Lenders’ security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper with an individual face amount in excess of $1,000,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; (vii) Deposit Account Control Agreements reasonably satisfactory to the Administrative Agent with respect to each deposit account (including, without limitation, any deposit account that is a Cash Collateral Account), except Excluded Accounts and to the extent otherwise determined by the Administrative Agent; and (viiviii) Qualifying Securities Account Control Agreements satisfactory to the Administrative Agent with respect to each securities account (including, without limitation, any securities account that is a Cash Collateral Account), except Excluded Accounts and to the extent required to be delivered pursuant to Section 6.14otherwise determined by the Administrative Agent.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Borrower and each Required Closing Date Guarantor shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any evidence satisfactory to Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements on file in such jurisdictions statements, originals of securities, instruments and evidence that no Liens exist other than Permitted Liens chattel paper and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)[Intentionally Omitted]; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral[Intentionally Omitted]; (iv) stock or membership certificates, if any, evidencing opinions of the Pledged following counsel with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and undated stock such other matters governed by the laws of each jurisdiction in which each Required Closing Date Guarantor or transfer powers duly executed in blank; the issuer of any Required Closing Date Pledged Equity Interests is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent: (1) Xxxxxx & Xxxxxxx LLP, in respect of security interests the extent such Pledged Collateral creation and perfection of which is certificatedgoverned by the laws of the states of Delaware, California and New York; (2) Xxxxx Xxxxxxxxxxx Xxxxx, S.C., in respect of security interests the creation and perfection of which is governed by the laws of Iowa, Michigan and Wisconsin; (3) White & Case LLP, in respect of security interests the creation and perfection of which is governed by the laws of the United Kingdom; and (4) Xxxxxxx, in respect of security interests the creation and perfection of which is governed by the laws of Bermuda. (v) in evidence that the case of Borrower and each Required Closing Date Guarantor shall have taken or caused to be taken any personal property Collateral located at premises leased by a Loan Party 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 on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property herein) reasonably required by Collateral Agent; including but not limited to the extent required to be delivered in connection with Section 6.14 following: (such letters, consents 1) UCC-1 financing statements for the Borrower and waivers shall be in form and substance satisfactory to each subsidiary of the Administrative Agent, it being acknowledged and agreed that Borrower organized under the laws of the United States (or any Landlord Waiver is satisfactory to the Administrative Agentstate thereof); (vi2) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the CollateralUK Share Charge; and (vii3) Qualifying Control Agreements the Fixed and Floating Charge. (vi) evidence satisfactory to Collateral Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Collateral Agent for the Administrative tracking of all of UCC financing statements of Borrower and the Guarantors and that will provide notification to Collateral Agent to of, among other things, the extent required to be delivered pursuant to Section 6.14.upcoming lapse or expiration thereof; and

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices; (iv) stock or membership certificatesto the extent not previously delivered to the Agent, if anyall certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be not previously delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Agent’s sole discretion, to perfect the Administrative Agent)’s security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Lenders’ Collateral; (vii) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral; and (viiviii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent not previously delivered to the Agent, in the case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required to be delivered pursuant to Section 6.14by the Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; provided that the original stock certificate and undated stock power duly executed in each case blank naming the Parent, TaxACT Holdings, Inc., as owner of the Borrower shall be delivered to the extent such Pledged Collateral is certificatedAdministrative Agent in New York within thirty (30) days after the Closing; (v) duly executed consents as are necessary, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent);Lenders’ security interest in the Collateral; and (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) a completed Perfection Certificate for each Domestic Loan Party and a completed Information Certificate for each Foreign Loan Party, searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Domestic Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed reasonably appropriate by the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchessearches in such jurisdictions as are deemed reasonably appropriate by the Administrative Agent; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings in suitable form for filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as reasonably requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after registered or pending in the Closing Date as determined by the Administrative Agent)United States; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated (it being understood that any Loan Party and any Subsidiary or other issuer thereof will be obligated to cause any such Pledged Equity not already certificated to become certificated); (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)5.21(d)(ii) with respect to which a Landlord Waiver or similar letter, such estoppel lettersconsent or waicerwaiver is required by Administrative Agent, evidence reasonably satisfactory to the Administrative Agent that the Borrowers shall have used commercially reasonable efforts to obtain consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);; and (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the such Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens that will be released on the Closing Date pursuant to the terms of the payoff letters described in Section 5.1(q); (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of, and Liens on, intellectual property of Intellectual Property each Credit Party in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Material Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper evidencing obligations in an amount in excess of $50,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; (vi) in the case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent; and (vii) Qualifying Control Agreements satisfactory evidence that each of the account debtors of any Consolidated Party has been notified that all payments due in respect accounts receivable owing by such account debtor to the Administrative Agent applicable Consolidated Party are to be made directly to the extent required to be delivered pursuant to Section 6.14Collection Account.

Personal Property Collateral. The Administrative Agent Lenders shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and and, if requested, each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s Lenders' security interest in the CollateralCollateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain field offices), copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Lenders' reasonable discretion, to perfect the Collateral Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lenders in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) copies of all stock or membership certificates, if any, certificates evidencing the Pledged Capital Stock pledged to the Collateral and undated stock or transfer powers Agent pursuant to the Pledge Agreement, together with copies of the duly executed in blank; in each case , undated stock powers and other instruments of transfer attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Lenders in their reasonable discretion under the law of the jurisdiction of incorporation of such Person), provided that the originals of such promissory notes, stock certificates, stock powers and other instruments of transfer shall have been delivered to the Working Capital Lender and held by it as bailee for the Lenders, subject to the terms of Intercreditor Agreement; (v) such patent/trademark/copyright filings as requested by the Lenders in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property order to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of perfect the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory duly executed consents as are necessary, in the Lenders' sole discretion, to perfect the Administrative Agent to Collateral Agent's security interest in the extent required to be delivered pursuant to Section 6.14Collateral.

Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (viii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.20(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative AgentLender); (viiv) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and (viiv) Qualifying Control Agreements satisfactory to the Administrative Agent Lender to the extent required to be delivered pursuant to Section 6.14; and (vi) such documentation as may be required by the Lender to comply with the Federal Assignment of Claims Act; and the Loan Parties shall take such actions as may be required by the Lender to file such documentation with the appropriate Governmental Authorities.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be confirmation in form and substance satisfactory to the Administrative Agent that all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreements, together with duly executed undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), have been delivered to the Senior Collateral Trustee and will be held by the Senior Collateral Trustee, as agent, for purposes of perfecting the Agent, it being acknowledged 's security interest therein; (v) confirmation in form and agreed that any Landlord Waiver is substance satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, Agent that all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in the Collateral have been delivered to the Senior Collateral Trustee and will be held by the Lenders’ Senior Collateral Trustee, as agent, for purposes of perfecting the Agent's security interest therein; (vi) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to in the Administrative Agent to case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the extent landlords on such real property as may be required to be delivered pursuant to Section 6.14by the Agent.

Personal Property Collateral. The Administrative Agent In order to create or continue in favor of Joint First Lien Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have received, in form and substance satisfactory delivered to the Administrative Joint First Lien Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Satisfactory evidence of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements on file in such jurisdictions statements, originals of securities, instruments, chattel paper and evidence that no Liens exist other than Permitted Liens certificates of title and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the A completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby together with (A) the results of a recent search, by a Person reasonably satisfactory, of all effective UCC financing statements made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized and, if applicable, executed by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessaryfully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the Collateral Agent’s sole discretion, encumbrance of the Intellectual Property Assets listed in Schedule 4.7 to perfect the Administrative Agent’s security interest in the CollateralPledge and Security Agreement; (iv) stock or membership certificates, if any, evidencing opinions of counsel (which counsel shall be reasonably satisfactory) with respect to the Pledged creation and perfection of the security interests in favor of Joint First Lien Collateral Agent in such Collateral and undated stock such other matters governed by the laws of each jurisdiction in which any Credit Party or transfer powers duly executed in blank; any personal property Collateral is located as Collateral Agent may reasonably request, in each case to the extent such Pledged Collateral is certificatedin reasonably satisfactory form and substance; (v) in 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 (i) a Landlord Personal Property Collateral Access Agreement executed by the case landlord of any personal property Leasehold Property which is a warehouse, distribution center or other location at which a material amount of Collateral located at premises leased is located, and by a Loan the applicable Credit Party and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent herein) reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative by Collateral Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);; and (vi) to satisfactory evidence that Borrower has retained, at its sole cost and expense, a service provider for the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions tracking of the Collateral Documents, all instruments, documents and chattel paper in the possession of any UCC financing statements of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s Borrower and the Lenders’ security interest in Guarantors and that will provide notification to Collateral Agent of, among other things, the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14upcoming lapse or expiration thereof.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated;; provided however, Borrower shall not be required to deliver the stock certificates representing the Pledged Equity of India Subsidiary. (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s 's security interest in the CollateralCollateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain field offices), copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's reasonable discretion, to perfect the Administrative Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) in the case of any personal property Collateral located at premises leased such patent/trademark/copyright filings as requested by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory Agent in order to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to duly executed consents as are necessary, in the Administrative Agent Agent's sole discretion, to perfect the extent required to be delivered pursuant to Section 6.14Administrative Agent's security interest in the Collateral.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in substantially the form of Exhibit O is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the SV\1166258.1 Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The In order to create in favor of Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein and a duly executed authorization to pre-file UCC-1 financing statements), together with (A) searches of UCC filings appropriate financing statements on Form UCC‑1 in form for filing in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation or formationAdministrative Agent, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Document and (B) tax lien, judgment and bankruptcy searchesevidence satisfactory to Administrative Agent of the filing of such UCC-1 financing statements; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Perfection Certificate dated the Closing Date as determined and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent); (iii) completed , of all effective UCC financing statements for each appropriate jurisdiction as is necessary, (or equivalent filings) made with respect to any assets or property of any Loan Party in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest jurisdictions specified in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesPerfection Certificate, together with allonges copies of all such filings disclosed by such search, and (B) UCC termination statements (or assignments similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest equivalent filings) disclosed in the Collateralsuch search (other than any such financing statements in respect of Permitted Liens); and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formationthe chief executive office, as applicablethe state of organization, and the state of incorporation, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral; (iv) subject to the terms of Section 5.14, with respect to the stock or membership certificates, if any, evidencing the Pledged Collateral and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedpowers; (v) duly executed consents as are necessary, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s reasonable discretion, it being acknowledged and agreed that any Landlord Waiver is satisfactory to perfect the Administrative Agent)Lenders’ security interest in the Collateral; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper with a value in excess of $1,000,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements To the extent reasonably required by the Administrative Agent, collateral assignments of material agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is assets owned by a Credit Party are located or where a filing would need to be could have been properly made in order to perfect the Collateral Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Collateral is certificatedblank undated stock powers attached thereto; (v) in Deposit Account Control Agreements with respect to all deposit accounts of the case of any personal property Collateral located at premises leased by a Loan Party and set forth Credit Parties listed on Schedule 5.21(g)6.35, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered except as otherwise provided in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent)9.10; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Collateral to the extent required under the Security Documents; and (vii) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and , including, without limitation, (viiA) Qualifying Control such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require, (B) such freight forwarder agreements from third parties acting as freight forwarders for the Credit Parties in form and substance satisfactory to the Administrative Agent and (C) Buying Association Supplemental Agreements with each of the Buying Associations in form and substance satisfactory to the extent required to be delivered pursuant to Section 6.14Agent.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to received the Administrative Agentfollowing: (i) evidence satisfactory to Collateral Agent of the compliance by Vivitar Corporation of its obligations under the Pledge and Security Agreement and the other Collateral Documents (including its obligation to execute and deliver UCC financing statements, originals of securities and share certificates, instruments and chattel paper, accompanied by appropriate instruments of transfer executed in blank, and any agreements governing deposit and/or securities accounts as provided therein); (A) searches Certified copies of UCC filings uniform commercial code requests for information, or a similar search report certified by a party acceptable to Agents, dated a date reasonably near to the Interim Facility Effective Date, listing all effective financing statements which name Company or any of its Subsidiaries (under their present names or under any previous names used within five (5) years prior to the date hereof, including in each case, trade or business names) as debtors and which are filed in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need jurisdictions in which filings are to be made in order pursuant to perfect the Collateral Agent’s Documents, and (B) with respect to Vivitar Corporation, 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 required to be provided in connection with the Collateral Documents to create, in favor of the Collateral Agent (for and on behalf of the Secured Parties), a perfected security interest in the Collateral, copies Collateral thereunder shall have been delivered to the Collateral Agent in a proper form for filing in each office in each jurisdiction listed in Schedule V of the financing statements on file in such jurisdictions Pledge and evidence that no Liens exist Security Agreement, or other than Permitted Liens and (B) tax lienoffice, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in as the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches case may be provided after the Closing Date as determined by the Administrative Agent)be; (iii) completed UCC financing statements for evidence that each appropriate jurisdiction 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 without limitation, (A) Contractor Agreements, (B) Panel Deposit Agreements, and (C) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as is necessary, in the set forth herein) reasonably required by Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case evidence satisfactory to the extent such Pledged Collateral is certificated; Agents that (vA) the Deposit (as defined in the case Purchase Agreement) has been deposited into a Deposit Account of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(gthe Escrow Agent (as defined in the Escrow Agreement), such estoppel letters(B) the Deposit is, consents and waivers from the landlords of such real property in all respects, subject to the extent required to be delivered in connection with Section 6.14 (such lettersterms and conditions of the Escrow Agreement, consents and waivers which Escrow Agreement shall be in form and substance satisfactory to Agents, and (C) the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory Collateral Agent has a First-Priority Lien on the payments to be made to the Administrative Agent); (vi) to Company under the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Escrow Agreement.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s 's sole discretion, to perfect the Administrative Collateral Agent’s 's security interest in the Collateral; (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; (iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Collateral Agent pursuant to the Security Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; (vi) duly executed consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Collateral Agent's security interest in the Collateral; and (vii) in the case of any personal property Collateral located at a premises leased by a Loan Party and set forth on Schedule 5.21(g)Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent as may be reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to by the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement, the Intellectual Property Security Agreements (Aif any) searches and the other Collateral Documents (other than the Collateral Assignment of UCC filings in BI Insurance) executed and delivered on the jurisdiction of incorporation Closing Date (including, without limitation, their obligations to authorize or formationexecute, as applicablethe case may be, and deliver UCC financing statements, originals of each Loan Party securities, instruments and each jurisdiction where chattel paper and any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesagreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Perfection Certificate, dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal property of any Credit Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral[reserved]; (iv) stock evidence satisfactory to Collateral Agent of the termination and release of all Liens (other than Permitted Liens) or membership certificates, if any, evidencing the Pledged Collateral that arrangements for such terminations and undated stock or transfer powers duly executed in blankrelease have been made; in each case to the extent such Pledged Collateral is certificated;and (v) in the case of any personal property Collateral located at premises leased by a Loan evidence that each Credit Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required shall have taken or caused to be taken any other action, executed and delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required or caused to be deliveredexecuted and delivered any other agreement, fileddocument and instrument (including without limitation, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required intercompany notes evidencing Indebtedness permitted to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected and continuing First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party fully executed Pledge and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesSecurity Agreement; (ii) searches the fully executed Sony Intercreditor Agreement, the Sony Master Bailee Agreement, the Sony Master Bailee Termination Agreement, the Sony Set-Off Letter Agreements and the Sony Set-Off Letter Terminations; (iii) the Existing Seller Notes Subordination Agreements executed by each of ownership the parties to Existing Seller Notes as of the Closing Date and listed on Schedule 6.1; (iv) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents, as applicable, to the extent required hereby and thereby (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities and instruments and chattel paper as provided therein); (v) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (vi) the fully executed Intercompany Note evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b); (vii) the fully executed Non-U.S. Security Documents, including: (A) the Master Debenture, (B) the Security over Shares Agreement; and (C) Charge over Intellectual Property and any notices or documents required to be provided or executed under the terms of each of the foregoing Non-U.S. Security Documents; -44- (viii) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in the appropriate governmental offices United States Patent and such patent/trademark/copyright filings as requested by Trademark Office and the Administrative Agent in order to perfect United States Copyright Office, memorializing and recording the Collateral Agent’s security interest in encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement; (ix) certified copies of UCC, United States Patent and certain Trademark Office and United States Copyright Office, fully executed recordal applications in respect of any Intellectual Property registrable in the United Kingdom or European Union, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its chief executive office and such other searches that are required by the Collateral Questionnaire or that Collateral Agent deems necessary or appropriate, none of which searches may encumber the Collateral covered or intended to be provided after the Closing Date as determined covered by the Administrative Collateral Documents (other than Permitted Liens or any other Liens acceptable to Collateral Agent); (iiix) completed UCC financing statements evidence acceptable to Collateral Agent of payment or arrangements for each appropriate jurisdiction as is necessarypayment by the Credit Parties of all applicable recording taxes, in fees, charges, costs and expenses required for the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions recording of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viixi) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered pursuant or caused to Section 6.14be 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) required by Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (iiB) searches of ownership of Intellectual Property intellectual property in the records of the appropriate governmental offices federal Governmental Authorities, and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)intellectual property; (iiiC) completed UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv1) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, if any, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Equity Interests of any Foreign Subsidiary, such Pledged stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person) and (2) all other possessory Collateral is certificated(together with allonges or assignments, as applicable) required to be delivered to the Administrative Agent as of the Closing Date; (vE) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties; and (F) in the case of any personal property Collateral located at premises a headquarters location leased by a Loan Party and set forth on Schedule 5.21(g)each of the Borrowers, such estoppel letters, consents and waivers from the landlords of on such real property to the extent as may be reasonably required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to by the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver landlord waiver in substantially the form of Exhibit O is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral (subject only to Permitted Liens), Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches evidence reasonably satisfactory to Collateral Agent of UCC filings in the jurisdiction of incorporation or formation, as applicable, of compliance by each Credit Loan Party of their obligations under the Pledge and each jurisdiction where Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, originals of securities and share certificates, instruments and chattel paper accompanied by appropriate instruments of transfer executed in blank, and any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesagreements governing deposit and/or securities accounts as provided therein); (ii) searches A completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of ownership Holdings, together with all attachments contemplated thereby, including (A) certified copies of Intellectual Property uniform commercial code requests for information, or a similar search report certified by a party acceptable to Agents, dated a date reasonably near to the Closing Date, listing all effective financing statements which name Holdings or any of its Subsidiaries (under their present names or under any previous names used within five (5) years prior to the date hereof, including in each case, trade or business names) as debtors and which are filed in the appropriate governmental offices and such patent/trademark/copyright jurisdictions in which filings as requested by the Administrative Agent in order are to perfect be made pursuant to the Collateral Agent’s Documents, together with (i) copies of such financing statements, and (ii) 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 6.2) and (B) 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 required to be provided in connection with the Collateral Documents to create, in favor of the Collateral Agent (for and on behalf of the Secured Parties), a perfected security interest in the Intellectual Property (Collateral thereunder shall have been delivered to the Collateral Agent in a proper form for filing in each office in each jurisdiction listed in Schedule V of the Pledge and certain of which searches Security Agreement, or other office, as the case may be provided after the Closing Date as determined by the Administrative Agent)be; (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party is located as is necessaryCollateral Agent may reasonably request, in the each case in form and substance reasonably satisfactory to Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument (including without limitation, (i) a Landlord Collateral Access Agreement, Bailee’s Letter and/or similar collateral access agreements executed by the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal property Collateral located at premises leased Leasehold Property and by a Loan Party the applicable Credit Party, and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required (ii) any intercompany notes evidencing Indebtedness permitted to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) if requested by the Administrative Agent, searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.21(g)(i), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 6.16 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);; and (vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Domestic Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Material Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Collateral and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Collateral is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Material Intellectual Property; (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent's security interest in the Collateral; (vii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and (viii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Credit Party, such estoppel letters, consents and waivers from the landlords of on such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect required by the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The To the extent not previously received by the Administrative Agent shall have received, in form and substance satisfactory prior to the Restatement Effective Date, receipt by the Administrative AgentAgent of the following: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (ivii) stock or membership certificatesexcept as permitted by Section 7.14, if anyall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, evidencing the Pledged Collateral and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent such Pledged Collateral is certificated; (v) in the case pledged Equity Interests of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Foreign Subsidiary, such estoppel letters, consents and waivers from stock powers are deemed unnecessary by the landlords Administrative Agent in its reasonable discretion under the law of the jurisdiction of organization of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative AgentPerson); (viiii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions duly executed notices of the Collateral Documents, all instruments, documents and chattel paper grant of security interest in the possession of any of form required by the Loan PartiesSecurity Agreement as are necessary, together with allonges or assignments as may be necessary or appropriate in the Administrative Agent’s sole discretion, to create and perfect the Administrative Agent’s and the Lenders’ security interest in the CollateralUnited States registered intellectual property of the Loan Parties; and (viiiv) Qualifying Control Agreements satisfactory the Intercompany Note, together with a duly executed allonge attached thereto; provided that notwithstanding the foregoing or anything else to the Administrative Agent contrary contained in this Agreement or the other Loan Documents, to the extent required that any Collateral (other than the grant and perfection of security interests in (x) the Equity Interests in Domestic Subsidiaries held by the Borrower and the Guarantors (including those acquired in the Bravo Acquisition), (y) any promissory notes and other evidence of Indebtedness held by the Borrower and the Guarantors (including those acquired in the Bravo Acquisition) and (z) other assets in which a lien or security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not delivered on the Restatement Effective Date after the Borrower’s use of commercially reasonable efforts to do so, the delivery of such Collateral shall not constitute a condition precedent to the effectiveness of this Agreement but shall be delivered pursuant to Section 6.14accomplished with reasonable promptness after the Restatement Effective Date.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and 's security interest in the Collateral to the extent required under the Security Agreement; (v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders’ ' security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property as the Agent may require; and (viivi) Qualifying Control Agreements satisfactory duly executed lockbox agreements and/or lockbox letters in the form of EXHIBIT G-1 and G-2, as applicable, with respect to each bank account of the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Borrowers (other than payroll and xxxxx cash bank accounts maintained as zero balance accounts and other similar bank accounts having limited or no activity and balances of not more than $10,000).

Personal Property Collateral. The Administrative Agent shall have receivedIn order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in form and substance satisfactory to the Administrative Agentpersonal property Collateral: (i) Collateral Agent shall have received evidence reasonably satisfactory to Collateral Agent of the compliance by each Credit Party of their Closing Date obligations under the Pledge and Security Agreement (A) searches including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of UCC filings securities, instruments and chattel paper, intellectual property security agreements to be filed in the jurisdiction of incorporation or formationU.S., and any agreements governing deposit and/or securities accounts as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesprovided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Collateral Agent in order to perfect the shall have received a completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements for each appropriate jurisdiction Company shall have exercised commercially reasonable efforts to obtain and deliver to the Collateral Agent a Landlord Personal Property Collateral Access Agreement executed by the landlord and Genco Land Development Corporation, as tenant, with respect to the Credit Parties’ headquarters at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, provided, that it is necessaryagreed that commercially reasonable efforts shall not require Company or such tenant to agree to any change in the terms of such lease which would be adverse to Company or such tenant in any material respect, or pay any form of additional compensation, solely in order to obtain such landlord’s agreement to such Landlord Personal Property Collateral Access Agreement and, in the Collateral Agent’s sole discretionsuch circumstances, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent Company shall not be required to be delivered in connection with Section 6.14 (deliver such letters, consents and waivers shall be in form and substance satisfactory agreement to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded Collateral Agent pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and this clause (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14i)(iii).

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC UCC-1 financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (viv) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Party, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is reasonably satisfactory to the Administrative Agent); (viv) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and; (viivi) Qualifying Control Agreements satisfactory evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (with appropriate endorsements naming the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.as lender’s loss payee on all policies for property insurance and as additional insured on all policies for liability insurance); and

Personal Property Collateral. The In order to create in favor of Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest (subject to any exceptions permitted in the Collateral Documents) in the personal property Collateral, Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence reasonably satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein and a duly executed authorization to pre-file UCC-1 financing statements), together with (A) searches of UCC filings appropriate financing statements on Form UCC1 in form for filing in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation or formationAdministrative Agent, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Document and (B) tax lien, judgment and bankruptcy searchesevidence reasonably satisfactory to Administrative Agent of the filing of such UCC-1 financing statements; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Perfection Certificate dated the Closing Date as determined and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements evidence that each Loan 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 without limitation, Control Agreements or Account Charges, as applicable, for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral all Deposit Accounts and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased Security Accounts held by a Loan Party Party) and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required made or caused to be delivered in connection with Section 6.14 (such letters, consents made any other filing and waivers shall be in form and substance satisfactory to the recording reasonably required by Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.