Common use of Personal Property Requirements Clause in Contracts

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Credit Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.03 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements (Form UCC-1 or UCC-2, as appropriate) in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Credit Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan any Credit Party is located and the state and county jurisdictions in which such domestic Loan any Credit Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery evidence of such documents the completion of all recordings and instruments and instruments as filings of, or with respect to, the Collateral Agent may request for filing Security Agreement, including filings with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security AgreementsAgreement in Collateral located in the U.S., except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.12 hereof; (vi) with respect to each location set forth on Schedule 4.02(o)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any documents required to Real Property or personal property Collateral, as the case may be, that could not be submitted to the Collateral Agent by obtained after the Loan Parties as may be necessary Party that is the lessee or desirable to perfect the security interest owner of the inventory or other personal property Collateral Agent pursuant stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to each Foreign Security Agreement; anddo so; (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Collateral Documents; and (viii) the Intercompany Note executed by and among Parent and each of its subsidiaries, accompanied by instruments of transfer undated and endorsed in blank.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) the Intercompany Note executed by and among the Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; all other certificates, agreements or instruments representing or evidencing necessary to perfect the Collateral Agent’s security interest, for the benefit of the Secured Parties, in all Pledged Equity Interests and the Pledged Intercompany Debt Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments ), in each case, with the exception of transfer and stock powers endorsed in blankthose items permitted to be delivered after the Closing Date pursuant to the terms of the Security Agreement; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and with respect to all UCC financing statements required to be filed pursuant to the Loan Documents; (iviii) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating Liens permitted pursuant to Section 7.1 or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viiiv) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Parent and each of its Subsidiaries (other than Canadian Borrower) and the Canadian Intercompany Note executed by and among Canadian Borrower, Parent and each of its Subsidiaries, each accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. either Security Agreement and to the extent required by the terms of the U.S. either Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC and PPSA, filings with the United States Patent and Trademark Office, and the United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents under the laws of the United States, Canada or any State or Province thereof and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that U.S. Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, PPSA, United States Patent and Trademark Office, United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vvi) delivery with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee or owner of such documents and instruments and instruments as the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documents, and the taking of shall have used all actions as may be necessary or, in the commercially reasonable opinion of the Collateral Agent, desirable, efforts to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementdo so; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers endorsed in blank; (ii) Intercompany Notes executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer endorsed in blank; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement Agreements and to the extent required by the terms Section 3.3 of the U.S. Security Agreement)Agreements) of each Loan Party; (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are necessary in the extent obtainable from reasonable judgment of the District of ColumbiaCollateral Agent, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vvi) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patentrespect to each Real Property set forth on Schedule 4.01(m)(vi), Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirablea Landlord Access Agreement, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent extent obtained by the Loan Parties as may be necessary or desirable Party that is the lessee thereof after using all commercially reasonable efforts to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementdo so; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Credit Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.03 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements (Form UCC-1 or UCC-2, as appropriate) in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Credit Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan any Credit Party is located and the state and county jurisdictions in which such domestic Loan any Credit Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens and other Liens acceptable to the Collateral Agent); (v) delivery evidence of such documents the completion of all recordings and instruments and instruments as filings of, or with respect to, the Collateral Agent may request for filing Security Agreement, including filings with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security AgreementsAgreement in Collateral located in the U.S., except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.12 hereof; (vi) with respect to each location set forth on Schedule 4.02(l)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any documents required to Real Property or personal property Collateral, as the case may be, that could not be submitted to the Collateral Agent by obtained after the Loan Parties as may be necessary Party that is the lessee or desirable to perfect the security interest owner of the inventory or other personal property Collateral Agent pursuant stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to each Foreign Security Agreement; anddo so; (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Collateral Documents; and (viii) the Intercompany Note executed by and among Parent and each of its subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; provided that the items in clauses (i), (ii), (v), (vi) and (viii) shall not be required to the extent delivered under the Original Credit Agreement and continuously effective with respect to this Agreement and the Obligations hereunder.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): received: (i) (A) originals of all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt (each as defined in the U.S. Security AgreementB) accompanied by original instruments of transfer and stock powers undated and endorsed in blank; blank with respect to such certificates, agreements and instruments; (ii) Intentionally omitted; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Credit Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreementhereunder); ; (iiiiv) UCC financing statements in appropriate form for filing under the UCC Code, filings with the United States Patent and Trademark Office, United States Copyright Office, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Agent, desirable to perfect the Liens created, or purported to be created, by hereunder; (v) copies (to the Security Documents; (ivextent applicable) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lienand judgment lien searches, judgment lienbankruptcy, bankruptcy execution and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Credit Party as debtor and that are filed in those Federal, provincial, state and county jurisdictions in which any of the property of such domestic Loan Credit Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its chief executive office, principal place of business is locatedbusiness, property and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaAgent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents hereunder (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents ; and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens, Liens which will be terminated in connection with the Refinancing or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement[Intentionally Omitted]; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies (other than any Immaterial Subsidiary), accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedules 12 and 16(a) to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent such perfection is required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;; and (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)1) the UCC searches required by the Perfection Certificate, (2) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (3) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date date, listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (B4) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be deems reasonably necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsappropriate.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached hereto, and endorsed by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)x) the UCC searches required to be attached as Schedule 5 to the Perfection Certificate, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security Agreementlocation set forth on Schedule 4.01(o)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing necessary to perfect the Collateral Agent’s security interest, for the benefit of the Secured Parties, in all Pledged Equity Interests and the Pledged Intercompany Debt Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments ), in each case, with the exception of transfer and stock powers endorsed in blankthose items permitted to be delivered after the Closing Date pursuant to the terms of the Security Agreement; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings or recordations with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and with respect to all UCC financing statements required to be filed pursuant to the Loan Documents; (iviii) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating Liens permitted pursuant to Section 7.1 or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viiiv) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents; and (v) a Perfection Certificate, duly executed and delivered by the Loan Parties, along with all attachments contemplated thereby.

Personal Property Requirements. The Collateral Agent Lender shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect Lender’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required to be attached as Exhibit 5 to the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be searches that Lender deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security Agreementlocation set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; and (vii) evidence reasonably acceptable to the Collateral Agent Lender of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) reasonably satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Term Loan Agent (which shall act as bailee for the Collateral Agent (or the Australian Security Trustee)); (ii) reasonably satisfactory evidence that the Intercompany Note executed by and among Holdings and each of its Restricted Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the Term Loan Agent (which shall act as bailee for the Collateral Agent (or the Australian Security Trustee)); (iii) reasonably satisfactory evidence that all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement or any Australian Security Agreement and to the extent required by the terms of the U.S. Security Agreement or any Australian Security Agreement) have been delivered to the Term Loan Agent (which shall act as bailee for the Collateral Agent (or the Australian Security Trustee)); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, financing statements in appropriate form for filing under the PPSA Australia, Intellectual Property Security Agreements for filing with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, PPSA Australia, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches (provided that such copies shall be certified in each jurisdiction to the extent applicable and as customarily delivered in connection with a syndicated financing transaction), each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements;; and (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Except as otherwise provided in the Post-Closing Agreement, the Collateral Agent and the Lenders shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i1) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankblank to the Collateral Agent; the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (ii2) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party Party, in each case to the extent constituting Collateral (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iii3) UCC financing statements (including fixture filings and transmitting utility filings, as applicable) in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iv4) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)1) UCC searches with respect to each Loan Party that the Collateral Agent deems necessary or appropriate, (2) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Loan Party, (3) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (B4) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber such other searches that the Collateral covered Agent deems necessary or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent)appropriate; (v5) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, respect to each location set forth in the reasonable opinion of the Collateral AgentPerfection Certificate, desirablea Landlord Access Agreement or Bailee Letter, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementapplicable; and (vii6) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent MLC shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificateswith respect to each Transaction Party, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements (or amendments to existing financing statements, as applicable) in appropriate form for filing under the UCC and such other documents under applicable Requirements of domestic Applicable Law in each domestic jurisdiction as may be necessary or appropriate appropriate, in the reasonable opinion of MLC, to perfect (or maintain the perfection of, as applicable) the Liens created, or purported to be created, by the Supply and Offtake Security DocumentsDocuments (including, without limitation, by amending UCC financing statements on file in the applicable jurisdiction); (ivii) with respect to each Transaction Party, certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party of the Transaction Parties as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party Transaction Parties is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (B) such other searches that are required by the Supply and Offtake Perfection Certificate with respect to any foreign Loan Party, to of the extent obtainable from the District of ColumbiaTransaction Parties or that MLC deems necessary or appropriate, none of which encumber encumber, or reflect a Lien on, the Collateral covered or intended to be covered by the Supply and Offtake Security Documents (other than those relating to than, solely in respect of the Supply and Offtake Security Agreement Collateral, Permitted Liens on such Collateral or any other Liens acceptable to MLC); ** Certain information in this document has been omitted and filed separately with the Collateral Agent);Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (viii) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant respect to each Foreign Security Agreement; and (vii) Transaction Party, evidence acceptable to the Collateral Agent MLC of payment by the Loan Parties or arrangements for payment of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Supply and Offtake Security Documents, if any; and (iv) with respect to each Transaction Party, a Supply and Offtake Perfection Certificate, reflecting all Collateral pledged as of the Effective Date.

Personal Property Requirements. The Collateral Administrative Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Administrative Agent; provided, that, with respect to those Pledged Securities of the Loan Parties’ Subsidiaries organized under the laws of England or Bermuda, the Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, such agreements, charges, instruments and certificates as the Administrative Agent shall request in order to perfect the pledge of such Pledged Securities under the laws of the applicable jurisdiction of organization and an opinion of local counsel with respect thereto, all in form and substance satisfactory to the Administrative Agent; provided, further, that, with respect to the Loan Parties’ Subsidiaries organized under the laws of Curacao, the Loan Parties shall not be required to deliver share certificates with respect to any Pledged Securities of such Subsidiaries; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Administrative Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.4 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party is located organized and such other searches that the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of ColumbiaAdministrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Administrative Agent); (v) delivery of such documents with respect to each leased Real Property location set forth on Schedule 4.01(o) (which shall include each location at which any Loan Party maintains books and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted records relating to the Collateral Agent by Collateral), such Loan Party shall use its commercially reasonable efforts to obtain a Landlord Lien Waiver and Access Agreement; provided, that, with respect to the McLean, Virginia location, the Loan Parties as may be necessary or desirable shall use commercially reasonable efforts to perfect obtain a Landlord Lien Waiver and Access Agreement within 30 days after the security interest of the Collateral Agent pursuant to each Foreign Security AgreementClosing Date; and (viivi) evidence acceptable to the Collateral Administrative Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent Lender shall have received from each Loan Party (except to the extent the Administrative Agent determines that other than any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local lawNon-Guarantor Subsidiary): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to Lender; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s 's principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentLender); (v) delivery evidence of such documents the completion of all recordings and instruments and instruments as the Collateral Agent may request for filing filings of, or with respect to, each Security Agreement, including filings with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral AgentLender, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.12 hereof; (vi) any documents required to be submitted to the Collateral Agent Lender by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent Lender pursuant to each Foreign Security Agreement; and, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.12 hereof; (vii) evidence acceptable with respect to each Real Property located in the Collateral Agent of payment by United States in which a Loan Party holds the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.tenant's interest thereunder set forth on Schedule 4.02

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Initial Pledged Equity Interests Interests, the Initial Pledged Shares and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreements, certificates or instruments necessary to perfect on the Closing Date the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Paper and all Investment Property Instruments of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Article III of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of Real Property owned by such domestic Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viiv) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Except as required by Section 5.10 and solely with respect to the items expressly referenced therein, the Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged certificated Securities Collateral and the Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. pledged under any Security Agreement) Agreement accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Collateral Agent; (ii) the Intercompany Note executed by and among Borrower and each of its Restricted Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the Collateral Agent; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement)) have been delivered to the Collateral Agent; (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (vvi) delivery with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement; provided that no such Landlord Access Agreement shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such documents and instruments and instruments as Real Property or owner of the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documents, and the taking of shall have used all actions as may be necessary or, in the commercially reasonable opinion of the Collateral Agent, desirable, efforts to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementdo so; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all concentration Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note(s) executed by and among Borrower and certain of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and other Collateral to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens acceptable to or Liens being released in connection with the Collateral AgentRefinancing); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent Party A shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i1) all certificateswith respect to each Transaction Party, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Applicable Law in each jurisdiction as may be necessary or appropriate Delaware (with respect to Party A) and Washington (with respect to McChord Pipeline Co.), in the reasonable opinion of Party A, to perfect the Liens created, or purported to be created, by the Security Collateral Documents; (iv2) with respect to each Transaction Party, certified copies of Requests for Information (Form UCC-11)UCC, PPSA, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party it as debtor and that are filed in those state state, province and county jurisdictions in which any of the property of such domestic Loan Party it is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (B) any foreign Loan Party, such other searches that are required by the Perfection Certificate with respect to the extent obtainable from the District of Columbiait or that Party A deems necessary or appropriate, none of which encumber encumber, or reflect a Lien on, the Collateral covered or intended to be covered by the Security Collateral Documents (other than those relating to than, solely in respect of the Collateral, Permitted Liens on such Collateral or any other Liens acceptable to the Collateral AgentParty A); (v3) delivery of such documents and instruments and instruments as the Collateral Agent may request with respect to each Transaction Party, PPSA financing statements in appropriate form for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security documents under Applicable Law in Alberta, British Columbia, Manitoba, Newfoundland, Ontario and other documents, and the taking of all actions as may be necessary orSaskatchewan, in the reasonable opinion of the Collateral Agent, desirable, Party A to perfect the Liens created, or purported to be created, by the Security AgreementsCollateral Documents; (vi4) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security Agreement; and (vii) Transaction Party, evidence acceptable to the Collateral Agent Party A of payment by the Loan Parties or arrangements for payment of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Collateral Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements certificates or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral that constitute certificated securities or instruments, accompanied by instruments of transfer and stock powers undated and endorsed in blank, that are required to be delivered to the Collateral Agent pursuant to Section 3.1 of the Security Agreement; provided, however that, to the extent any such Collateral has not been delivered on the Effective Date (other than certificates representing Equity Interests in direct Subsidiaries of Borrower or any Subsidiary Guarantor that constitute certificated securities and the related undated and endorsed stock powers) after Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Collateral shall not constitute a condition precedent to the occurrence of the Effective Date, but may instead be provided after the Effective Date pursuant to arrangements to be mutually agreed); (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction UCC, as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iviii) certified copies of Requests for Information (Form UCC-11)UCC, United States Copyright Office, United States Patent and Trademark Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each as of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent On the Closing Date, each Credit Party shall have received from each Loan Party (except to duly authorized, executed and delivered the extent the Administrative Agent determines that any Collateral Documents covering all of the following is not commercially feasiblesuch Credit Party’s Collateral, taking into account the cost to procure and the effectiveness and enforceability under local law):together with: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC proper financing statements in appropriate form (Form UCC-1 or the equivalent) for filing under the UCC and such or other documents under applicable Requirements appropriate filing offices of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral AgentRequisite Lenders, desirable, to perfect the Liens created, or security interests purported to be created, created by the Security AgreementsCollateral Documents; (viii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any documents required of its Subsidiaries as debtor and that are filed in the jurisdictions referred to be submitted in clause (i) above and in such other jurisdictions in which Collateral is located on the Closing Date, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Agent by the Loan Parties Documents as may be necessary or desirable or, in the reasonable opinion of the Requisite Lenders, desirable, to perfect the security interest of interests intended to be created by the Collateral Agent pursuant Documents; (iv) control agreements necessary to perfect the Agent’s security interest in all Deposit Accounts and Securities Accounts (each Foreign as defined in the Security Agreement) identified in Schedule [__] to the Security Agreement; provided that in the event such control agreements are not delivered on the Closing Date, such agreements may be delivered within 20 days after the Closing Date; and (viiv) evidence acceptable that all other actions necessary or, in the reasonable opinion of the Requisite Lenders, desirable to perfect and protect the security interests purported to be created by the Collateral Agent of payment Documents have been taken, and the Collateral Documents shall be in full force and effect. Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Loan Parties of all applicable recording taxesClosing Date, feesshall be deemed to have acknowledged receipt of, chargesand consented to and approved, costs each Credit Document and expenses each other document required for to be approved by Agent, Requisite Lenders or Lenders, as applicable, on the recording of the Security DocumentsClosing Date.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements certificates or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement)) of each Loan Party have been delivered to the Collateral Agent; (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsDocuments (to the extent required by the Security Agreement); (iv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any each of the property of such domestic Loan Party is located jurisdictions set forth in Schedules 1(c) and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, 3 attached to the extent obtainable from Perfection Certificate, the District of Columbia, none results of which encumber shall not reveal any Liens on the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viiv) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Administrative Agent shall have received from (in each Loan Party (except case, to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local lawpreviously received): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Administrative Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Administrative Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.4 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;. (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any Property of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaAdministrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of with respect to each Real Property set forth on Schedule 4.01(n), such documents Loan Party shall have obtained a Landlord Lien Waiver and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary Access Agreement or, in the reasonable opinion of the Collateral Agentif applicable, desirable, to perfect the Liens created, a bailee letter or purported to be created, by the Security Agreementsother appropriate waiver and access agreement; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Administrative Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements (including fixture filings and transmitting utility filings, as applicable) in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements (including fixture filings and transmitting utility filings, as applicable) required to be filed pursuant to the Loan Documents, evidence satisfactory to the Collateral Agent that Borrower 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, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required by the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Loan Party, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security Agreementlocation set forth on Schedule 4.01(l)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Borrower and its Subsidiary, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary nec- xxxxxx or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent On the Closing Date, each Credit Party shall have received from each Loan Party (except to duly authorized, executed and delivered the extent the Administrative Agent determines that any Collateral Documents covering all of the following is not commercially feasiblesuch Credit Party’s Collateral, taking into account the cost to procure and the effectiveness and enforceability under local law):together with: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC proper financing statements in appropriate form (Form UCC-1 or the equivalent) for filing under the UCC and such or other documents under applicable Requirements appropriate filing offices of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral AgentRequisite Lenders, desirable, to perfect the Liens created, or security interests purported to be created, created by the Security AgreementsCollateral Documents; (viii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any documents required of its Subsidiaries as debtor and that are filed in the jurisdictions referred to be submitted in clause (i) above and in such other jurisdictions in which Collateral is located on the Closing Date, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Agent by the Loan Parties Documents as may be necessary or desirable or, in the reasonable opinion of the Requisite Lenders, desirable, to perfect the security interest of interests intended to be created by the Collateral Agent pursuant Documents; (iv) control agreements necessary to perfect the Agent’s security interest in all Deposit Accounts and Securities Accounts (each Foreign as defined in the Security Agreement); provided that in the event such control agreements are not delivered on the Closing Date, such agreements may be delivered within 20 days after the Closing Date; and (viiv) evidence acceptable that all other actions necessary or, in the reasonable opinion of the Requisite Lenders, desirable to perfect and protect the security interests purported to be created by the Collateral Agent of payment Documents have been taken, and the Collateral Documents shall be in full force and effect. Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Loan Parties of all applicable recording taxesClosing Date, feesshall be deemed to have acknowledged receipt of, chargesand consented to and approved, costs each Credit Document and expenses each other document required for to be approved by Agent, Requisite Lenders or Lenders, as applicable, on the recording of the Security DocumentsClosing Date.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (other than any Non-Guarantor Subsidiary and except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery evidence of such documents the completion of all recordings and instruments and instruments as the Collateral Agent may request for filing filings of, or with respect to, each Security Agreement, including filings with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.13 hereof; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.13 hereof; (vii) with respect to each Real Property located in the United States in which a Loan Party holds the tenant’s interest thereunder set forth on Schedule 4.02(n) where the Loan Parties maintain Collateral having a value in excess of $1.0 million, such Loan Party shall use its best efforts to obtain a Landlord Lien Waiver and Access Agreement on or prior to the Closing Date; and (viiviii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents, except, with respect to any Foreign Security Agreement, for any of the foregoing to be provided after the Closing Date pursuant to Section 5.13 hereof.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Borrower and each of the Guarantors, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, Paper and all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement; provided that no such Landlord Access Agreement shall be required with respect to any documents required to Real Property that could not be submitted to the Collateral Agent by obtained after the Loan Parties as may be necessary or desirable Party that is the lessee shall have used all commercially reasonable efforts to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementdo so; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement) (excluding the stock certificates and stock powers listed in Section 5.15(b) and (c) and any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16 to the Perfection Certificate, all of which shall be delivered after the Closing Date in accordance with Section 5.15 hereof); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required by the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted a Landlord Access Agreement with respect to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security AgreementCompany Headquarters; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Stock accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Guarantee and Collateral Agreement to be delivered on the Closing Date; (ii) the Intercompany Note executed by and among the Borrower and its Subsidiaries, together with all other Pledged Notes, each undated and endorsed in blank by each of the U.S. applicable Loan Parties to the extent required by the applicable Security Agreement)Documents to be delivered on the date hereof; (iii) all other certificates, agreements (including Control Agreements) and instruments necessary to perfect the Collateral Agent’s security interest in all Collateral of each Loan Party to the extent required by the applicable Security Documents to be delivered on the date hereof; (iv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents;, to the extent required by the applicable Security Documents to be delivered on the date hereof; and (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required by the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Loan Party, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company or any Unrestricted Subsidiary as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company or Unrestricted Subsidiary is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be deems necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsappropriate.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement)[intentionally omitted]; (iii) [intentionally omitted]; (iv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Office and United States Copyright Office, PPSA filings, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, PPSA, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches (in jurisdictions where such searches are available), each of a recent date listing all effective outstanding financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any of the property of such domestic any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents; (vii) evidence that all Liens (other than Permitted Liens) affecting the assets of the Loan Parties have been or will be discharged on or before the Closing Date (or, in the case of financing statement filings or similar notice of lien filings that do not evidence security interests (other than security interests that are discharged on or before the Closing Date), that arrangements with respect to the release or termination thereof satisfactory to the Administrative Agent have been made); (viii) copies of all notices required to be sent and other documents required to be executed under the Security Documents; (ix) all share certificates, duly executed and stamped stock transfer forms and other documents of title required to be provided under the Security Documents; and (x) evidence that the records of each U.K. Guarantor at the United Kingdom Companies House are accurate, complete and up to date and that the latest relevant accounts have been duly filed.

Personal Property Requirements. The Except as otherwise provided in Section 5.15, theSchedule 5.15 to this Agreement as in effect on the Closing Date, Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 10 to the Perfection Certificate and all Investment Property of each Loan Party Party, in each case to the extent constituting Collateral (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements (including fixture filings and transmitting utility filings, as applicable) in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) UCC searches with respect to each Loan Party that the Collateral Agent deems necessary or appropriate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Loan Party, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security Agreementlocation set forth on Schedule 4.01(k)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Administrative Agent shall have received from (in each Loan Party (except case, to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local lawpreviously received): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Administrative Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Administrative Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.4 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;. (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any Property of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaAdministrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of with respect to each Real Property set forth on Schedule 4.01(n), such documents Loan Party shall have obtained a Landlord Lien Waiver and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary Access Agreement or, in the reasonable opinion of the Collateral Agentif applicable, desirable, to perfect the Liens created, a bailee letter or purported to be created, by the Security Agreementsother appropriate waiver and access agreement; (vi) any documents required a customs broker agreement in form and substance satisfactory to be submitted to the Administrative Agent and the Collateral Agent by with respect to the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security AgreementDocuments covering Eligible In-Transit Inventory; and (vii) evidence acceptable to the Collateral Administrative Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities Collateral of Borrower’s Subsidiaries and Target’s Foreign Subsidiaries to the Pledged Intercompany Debt (each as defined in extent required to be delivered to Borrower under the U.S. Security Agreement) Acquisition Agreement on the Closing Date accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached hereto, and endorsed by each of the Loan Parties; (iii) all other certificates, agreements, including Control AgreementsDepositary Agreements and control agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Lockbox Accounts and Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required to be attached as Schedule 5 to the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be reasonably deems necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsappropriate; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant with respect to each Foreign Security AgreementKey Location existing on the Closing Date, a Landlord Access Agreement or Bailee Letter, as applicable (unless the applicable Loan Party shall have used all commercially reasonably efforts to obtain, but failed to obtain, such Landlord Access Agreement or Bailee Letter, as applicable); and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):Agent: (i) shall be satisfied that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to it; (ii) shall have received an Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by an instrument of transfer undated and endorsed in blank; (iiiii) shall be satisfied that all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement) have been delivered to it and shall have received satisfactory amendments to the control agreements identified on Schedule 4.01(B)(n)(iii); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the New Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.3 of the U.S. Security Agreement); (iii) UCC financing statements statement s in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statement s required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that the Borrowers have retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbiabusiness, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant respect to each Foreign Security Real Property set forth on Schedule 4.01(n), such Loan Party shall use its commercially reasonable efforts to obtain a Landlord Lien Waiver and Access Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements certificates or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Control Agent (as provided in the Intercreditor Agreement); (ii) satisfactory evidence that all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Accounts, all Securities Accounts, all Commodity Accounts, and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of Security Agreement) have been delivered to the U.S. Security Collateral Agent or the Control Agent (as provided in the Intercreditor Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsDocuments (to the extent required by the Security Agreement) and, in the case of Foamex Canada, to the extent required by the Collateral Agent, the confirmation of registration or filing of same (except in the case of filings with the Canadian Intellectual Property Office which shall be made on the Closing Date); (iv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any each of the property of such domestic Loan Party is located jurisdictions set forth in Schedules 1(c) and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, 4 attached to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent)Perfection Certificate; (v) delivery with respect to each location set forth on Schedule 4.01(d)(v), a Landlord Access Agreement or Bailee Letter (as such term is defined in the Security Agreement), as indicated on such schedule; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such documents and instruments and instruments as Real Property or owner of the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documents, and the taking of shall have used all actions as may be necessary or, in the commercially reasonable opinion of the Collateral Agent, desirable, efforts to perfect the Liens created, or purported to be created, by the Security Agreements;do so; and (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedules 12 and 16(a) to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent such perfection is required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;; and (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)1) the UCC searches required by the Perfection Certificate, (2) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (3) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date date, listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (B4) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (such other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as searches that the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be deems reasonably necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsappropriate.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) (A) originals of all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt (each as defined in the U.S. Security AgreementB) accompanied by original instruments of transfer and stock powers undated and endorsed in blankblank with respect to such certificates, agreements and instruments; (ii) Intentionally omitted; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Credit Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreementhereunder); (iiiiv) UCC financing statements in appropriate form for filing under the UCC Code, filings with the United States Patent and Trademark Office, United States Copyright Office, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documentshereunder; (ivv) certified copies (to the extent applicable) of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lienand judgment lien searches, judgment lienbankruptcy, bankruptcy execution and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Credit Party as debtor and that are filed in those Federal, provincial, state and county jurisdictions in which any of the property of such domestic Loan Credit Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its chief executive office, principal place of business is locatedbusiness, property and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaAgent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents hereunder (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (ia) the Security Agreement duly executed by the Obligors; (b) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (iic) control agreements with respect to each Deposit Account and Securities Account (as such terms are defined in the Security Agreement) listed on Schedule 7.01(xiv)(c) and all other certificates, acknowledgments, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party Obligor (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiid) UCC termination statements and UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ive) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Obligor as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (Blisted on Schedule 4(a) any foreign Loan Party, annexed to the extent obtainable from the District of ColumbiaPerfection Certificate dated December 10, 2003, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentAgent or those that will be terminated pursuant to UCC termination statements described in clause (d) above); (vf) delivery with respect to each lease set forth on Schedule 7.01(xiv)(f), such Obligor shall use its commercially reasonable efforts to obtain a Landlord Access Agreement in the form of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of Exhibit P or such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence form reasonably acceptable to the Collateral Agent of from the landlord thereunder; and (g) payment (or arrangement for payment in a manner reasonably acceptable to the Collateral Agent) by the Loan Parties Obligors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsfilings contemplated by clause (d) above.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank (other than the certificates evidencing the Equity Interests of Borrower, which shall be delivered to Collateral Agent upon the receipt of the Nevada Gaming Authorities Approval); (ii) the Intercompany Note executed by and among AGS Capital and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iiiii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, judgment lien, bankruptcy United States Patent and pending lawsuit Trademark Office and United States Copyright Office searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those the state and county jurisdictions jurisdiction in which any of the property of such domestic Loan Party is located organized and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbiaother searches that Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens or any other Liens acceptable to the Collateral Agent); (vvi) delivery with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to (i) any Real Property (including any Real Property owned or leased by any customer of a Company where Collateral having a fair market value in excess of $1,000,000 is located) with respect to which a Landlord Access Agreement or Bailee Letter, as applicable, could not be obtained after the Loan Party that is the lessee of such documents and instruments and instruments as Real Property or owner of the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documentsshall have used all commercially reasonable efforts to do so, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (viii) any documents required to be submitted to the Real Property owned or leased by an Indian Tribe or located on Indian Land or (iii) any Real Property (including any Real Property owned or leased by any customer of a Company) where Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest having a fair market value of the Collateral Agent pursuant to each Foreign Security Agreementless than $1,000,000 is located; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) subject to Section 5.20, all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Subordination Agreement, executed by and among Holdings and the Restricted Parties; (iii) subject to Section 5.20, all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and Securities Accounts identified in Schedules 10, 12(a) and 12(b) to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of Security Agreement or the U.S. Security Holdings Pledge Agreement, as applicable); (iiiiv) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law UCC, in each U.S. jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Administrative Agent, desirable to perfect the First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) Liens in all Collateral created, or purported to be created, by the Security Documents;; and (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required by the Perfection Certificate, (x) tax lien, and judgment lien, bankruptcy lien searches and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (By) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and searches that the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Administrative Agent by the Loan Parties as may be deems reasonably necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsappropriate.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):Agent: (i) shall be satisfied that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to it; (ii) shall have received an Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by an instrument of transfer undated and endorsed in blank; (iiiii) shall be satisfied that all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement) have been delivered to it and shall have received satisfactory amendments to the control agreements identified on Schedule 4.01(B)(n)(iii); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the New Security Documents.

Personal Property Requirements. The Collateral Administrative Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Administrative Agent; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Administrative Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms Section 3.4 of the U.S. Security Agreement); (iii) UCC financing statements Financing Statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;. (iv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any Property of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaAdministrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of with respect to each Real Property set forth on Schedule 4.01(n), such documents Loan Party shall have obtained a Landlord Lien Waiver and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary Access Agreement or, in the reasonable opinion of the Collateral Agentif applicable, desirable, to perfect the Liens created, a bailee letter or purported to be created, by the Security Agreementsother appropriate waiver and access agreement; (vi) any documents required a customs broker agreement in form and substance satisfactory to be submitted to the Administrative Agent and the Collateral Agent by with respect to the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security AgreementDocuments covering Eligible In-Transit Inventory; and (vii) evidence acceptable to the Collateral Administrative Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements agreements, acknowledgements or instruments representing representing, acknowledging or evidencing the Pledged Equity Interests and Securities Collateral or the Pledged Intercompany Debt (each as defined in Collateral under the U.S. Security Agreement) BVI Share Charge accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); provided that the delivery of Control Agreements shall not constitute a condition precedent to fund any Credit Extension; (iiiiv) UCC financing statements in appropriate form for filing under the UCC , filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; provided that filings with the United States Patent and Trademark Office and United States Copyright Office and in any foreign jurisdictions shall not constitute a condition precedent to fund any Credit Extension, subject to Section 5.11 in the case of any Credit Extension related to Incremental Loans; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except received: i. evidence acceptable to the extent the Administrative Collateral Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): (i) Required Lenders that the First Lien Collateral Agent maintains all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) . evidence acceptable to the Collateral Agent and the Required Lenders that the First Lien Collateral Agent maintains promissory notes evidencing all intercompany debt owed to any Loan Party executed by the applicable Companies, accompanied by instruments of transfer undated and endorsed in blank; iii. evidence acceptable to the Collateral Agent and the Required Lenders that the First Lien Collateral Agent maintains all other certificates, agreements, including Control Agreements, approvals or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) iv. UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as required by the Loan Documents and as may be necessary or appropriate or, in the opinion of the Collateral Agent or the Required Lenders, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (iv) v. certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents statements that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located organized or maintains its chief executive office and such other searches that the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to Collateral Agent or the extent obtainable from the District of ColumbiaRequired Lenders deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security AgreementRequired Lenders); and (vii) vi. evidence acceptable to the Collateral Agent and the Required Lenders of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and Securities Collateral of each person that becomes a Subsidiary of the Pledged Intercompany Debt Borrower upon the consummation of the Merger Transactions (each as defined in the U.S. Security Agreement) a "NEW GUARANTOR"), accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) an amended and restated Intercompany Note executed by and among the Companies, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect on the Merger Amendments Effective Date the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement)) of each New Guarantor, in each case in accordance with the Security Agreement; (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsDocuments with respect to the New Guarantors and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents with respect to the New Guarantors, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent of, among other things, the upcoming lapse or expiration thereof; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties New Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except in its capacity as bailee and agent for the Secured Parties pursuant to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local lawCollateral Trust Agreement): (i) all certificates, agreements or instruments representing or evidencing the Investment Property, including all Pledged Equity Interests and the Pledged Intercompany Debt (each as such terms are defined in the U.S. Security and Pledge Agreement) ), accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party Company (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreementapplicable Collateral Documents); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Collateral Agent that Borrower 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, of, among other things, the upcoming lapse or expiration thereof; provided that, except as otherwise provided in the Collateral Documents or to ensure the accuracy of the representation and warranties in Section 3.20, no additional financing statements or other documents shall be required to be delivered pursuant to this Section 4.01(n)(iii) prior to the initial Credit Extension; (iv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required to be attached as Exhibit 5 to the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is locatedbusiness, and (Bz) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber such other searches that the Collateral covered Agent deems necessary or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent)appropriate; (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements[Reserved]; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence reasonably acceptable to the Collateral Administrative Agent of payment or arrangements for payment by the Loan Parties Companies of all any applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Collateral Documents; and (vii) evidence reasonably satisfactory to the Administrative Agent that the Companies have complied with all their obligations with respect to the Pledged Collateral contained in the Collateral Documents including the Collateral Trust Agreement, including (y) the delivery and filing or recordations, as applicable, of financing statements, intellectual property and other recordations and the equivalents thereof in foreign jurisdictions, and (z) the delivery to the Collateral Agent (acting in its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement) of possessory Pledged Collateral.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to or the extent collateral agent for the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local lawSenior Notes shall have received): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties, as well as any notes held by SPV under the Existing Credit Agreement accompanied by an endorsement thereto, undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in the Security Agreement and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) appropriately completed copies of UCC financing statements in appropriate form for filing naming each Loan Party as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsCollateral Agreements; (ivv) certified copies copies, each as of a recent date, of (x) Uniform Commercial Code Requests for Information or Copies (Form UCC-11), tax lienor a similar search report delivered by a party acceptable to the Collateral Agent, judgment liendated a date reasonably near to the Closing Date, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statementsstatements which name any Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall evidence Liens other than Permitted Liens and Liens securing the Jefferies Credit Agreement) and (y) tax and judgment lien searches listing all effective lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsorganized; (vi) appropriately completed copies of Form UCC-3 termination statements and other releases, if any, necessary to release all Liens (other than Permitted Liens) of any documents required to be submitted to the Collateral Agent Person in any collateral described in any Security Agreement previously granted by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreementany Person; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsCollateral Agreements.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements agreements, acknowledgements or instruments representing representing, acknowledging or evidencing the Pledged Equity Interests Securities Collateral or the Collateral under the English Share Charge and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) BVI Share Charge accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Parent Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (ii) satisfactory evidence that the Intercompany Note shall have been executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (iii) satisfactory evidence that all other certificates, agreements, including Control Agreements, for all Loan Parties or instruments necessary to perfect (to the extent required by the Security Agreement) the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement) have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (iiiiv) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect (to the extent required by the Security Agreement) the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; (iii) all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in Schedule 16 to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement in, and to the extent required by by, the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies copies, each as of Requests for Information a recent date, of (Form UCC-11)w) the UCC searches required to be attached as Exhibit 5 to the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, and (y) tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date searches listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Company as debtor and that are filed in those the state and county jurisdictions in which any of the property of such domestic Loan Party Company is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreementsbusiness; (vi) any documents required without limiting clause (ii) above, (A) and subject to be submitted Section 5.19, a Government Receivables Deposit Account Agreement and (B) an agreement with the Seller under which the Seller agrees to sweep on a mutually agreed upon basis all remittances or other proceeds of accounts receivable constituting or attributable to the Collateral Agent by assets transferred under the Loan Parties as may be necessary or desirable Acquisition Agreement to perfect the security interest an account of the Collateral Agent pursuant Borrower which is subject to each Foreign Security a Control Agreement; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (ia) the Security Agreement duly executed by the Obligors; (b) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests Securities and the Pledged Intercompany Debt Notes (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank; (iic) control agreements with respect to each Deposit Account and Securities Account (as such terms are defined in the Security Agreement) listed on Schedule 7.01(x)(c) and all other certificates, acknowledgments, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Instruments and all Investment Property of each Loan Party Obligor (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiid) UCC termination statements and UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent, Trademark and Copyright offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ive) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Obligor as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (Blisted on Schedule 4(a) any foreign Loan Party, annexed to the extent obtainable from the District of ColumbiaPerfection Certificate dated December 28, 2004, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentAgent or those that will be terminated pursuant to UCC termination statements described in clause (d) above); (vf) delivery with respect to each lease set forth on Schedule 7.01(x)(f), such Obligor shall use its commercially reasonable efforts to obtain a Landlord Access Agreement in the form of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of Exhibit O or such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence form reasonably acceptable to the Collateral Agent of from the landlord thereunder; and (g) payment (or arrangement for payment in a manner reasonably acceptable to the Collateral Agent) by the Loan Parties Obligors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documentsfilings contemplated by clause (d) above.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blank;[Reserved] (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Purchasers, desirable to perfect the Liens on the assets of Wyndcrest UK and Foundry created, or purported to be created, by the Security Documents and, with respect to all such UCC financing statements required to be filed pursuant to the Financing Documents, evidence satisfactory to the Purchasers that the Company has retained, at its sole cost and expense, a service provider acceptable to the Purchasers for the tracking of all such financing statements and notification to the Agent, of, among other things, the upcoming lapse or expiration thereof; (iviii) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party Issuer as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party any Issuer is located and the state and county jurisdictions in which such domestic Loan Party’s any Issuer is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaPurchasers deem necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral AgentPurchasers); (viv) delivery evidence acceptable to the Purchasers that all applicable steps have been taken under the law of such documents England and instruments and instruments Wales or as reasonably requested by the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, Purchasers to perfect the Liens created, or purported to be created, by the UK Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security AgreementDocuments; and (viiv) evidence acceptable to the Collateral Agent Purchasers of payment or arrangements for payment by the Loan Parties each Issuer of all applicable recording taxes, fees, charges, costs and reasonable expenses required for the recording of the UK Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) satisfactory evidence that the Intercompany Note shall have been executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) satisfactory evidence that all other certificates, agreements, including Control Agreements, for all Loan Parties or instruments necessary to perfect (to the extent required by the Security Agreement) the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect (to the extent required by the Security Agreement) the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as such term is defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank and, except as set forth in Schedule 6.16, certificates of title for Motor Vehicles required to be pledged under the Security Documents shall have been delivered to the Collateral Agent; (ii) all intercompany notes existing on the Closing Date executed by and among any Loan Parties, accompanied by instruments of transfer undated and endorsed in blank; (iiiii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent's security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;; and (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lien, lien searches and bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbiabusiness, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Administrative Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements certificates or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Administrative Agent or the Control Agent; (ii) satisfactory evidence that all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Administrative Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Accounts, all Securities Accounts, all Commodity Accounts, and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement) have been delivered to the Administrative Agent or the Control Agent (as provided in the Intercreditor Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsLoan Documents (to the extent required by this Agreement or any other Loan Document) and, in the case of Foamex Canada, to the extent required by the Administrative Agent, the confirmation of registration or filing of same (except in the case of filings with the Canadian Intellectual Property Office which shall be made on the Closing Date); (ivxx) certified copies of Requests for Information (Form UCC-11)xxxxxx xx XXX, Xxxxxx Xxxxxx Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any each of the property of such domestic Loan Party is located jurisdictions set forth in Schedules 1(c) and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, 4 attached to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent)Perfection Certificate; (v) delivery with respect to each location set forth on Schedule 8.1(d)(v), a Landlord Access Agreement or Bailee Letter (as such term is defined in the U.S. Security Agreement), as indicated on such schedule; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such documents and instruments and instruments as Real Property or owner of the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documents, and the taking of shall have used all actions as may be necessary or, in the commercially reasonable opinion of the Collateral Agent, desirable, efforts to perfect the Liens created, or purported to be created, by the Security Agreements;do so; and (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the intercompany note(s) executed by and among Borrower and certain of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and other Collateral to the extent required by the terms of the U.S. Security Agreement)Agreement or any other Security Document; (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or requested by the Collateral Agent or the Required Commitment Parties to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic organized or maintains its principal place of business (or, with respect to any Loan Party’s Party that is a Foreign Subsidiary whose principal place of business is locatedoutside the United States, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia) and such other searches that are required by the Perfection Certificate or that are otherwise necessary or appropriate or requested by the Required Commitment Parties or the Collateral Agent, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements;; and (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary reasonably detailed evidence of payment or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements certificates or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Collateral Agent; (ii) satisfactory evidence that all other certificates, agreements, including Control Agreementscontrol agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts Accounts, all Securities Accounts, all Commodity Accounts, and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of Security Agreement) have been delivered to the U.S. Security Collateral Agent or the Control Agent (as provided in the Intercreditor Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security DocumentsDocuments (to the extent required by the Security Agreement) and, in the case of Foamex Canada, to the extent required by the Collateral Agent, the confirmation of registration or filing of same (except in the case of filings with the Canadian Intellectual Property Office which shall be made on the Closing Date); (iv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any each of the property of such domestic Loan Party is located jurisdictions set forth in Schedules 1(c) and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is located, and (B) any foreign Loan Party, 4 attached to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent)Perfection Certificate; (v) delivery with respect to each location set forth on Schedule 4.01(d)(v), a Landlord Access Agreement or Bailee Letter (as such term is defined in the Security Agreement), as indicated on such schedule; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such documents and instruments and instruments as Real Property or owner of the inventory or other personal property Collateral Agent may request for filing stored with the United States Patentbailee thereof, Trademark and Copyright Officesas applicable, and the execution and/or delivery of such other security and other documents, and the taking of shall have used all actions as may be necessary or, in the commercially reasonable opinion of the Collateral Agent, desirable, efforts to perfect the Liens created, or purported to be created, by the Security Agreements;do so; and (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (other than any Non-Guarantor Subsidiary and except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law): (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s 's principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbia, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) delivery evidence of such documents the completion of all recordings and instruments and instruments as the Collateral Agent may request for filing filings of, or with respect to, each Security Agreement, including filings with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.13 hereof; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and, except for any of the foregoing to be provided after the Closing Date pursuant to Section 5.13 hereof; (vii) evidence acceptable with respect to each Real Property located in the Collateral Agent of payment by United States in which a Loan Party holds the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.tenant's interest thereunder set forth on Schedule 4.02

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note(s) executed by and among Borrower and certain of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and other Collateral to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lienand judgment lien searches, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Liens acceptable to or Liens being released in connection with the Collateral AgentRefinancing); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt Securities Collateral (each as such term is defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank and, except as set forth in Schedule 6.16, certificates of title for Motor Vehicles required to be pledged under the Security Documents shall have been delivered to the Collateral Agent; (ii) all intercompany notes existing on the Closing Date executed by and among any Loan Parties, accompanied by instruments of transfer undated and endorsed in blank; (iiiii) all other certificates, agreements, including Control Agreements, agreements or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;; and (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lien, lien searches and bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to the extent obtainable from the District of Columbiabusiness, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral AgentPermitted Liens); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):following: (i) a completed perfection certificate in form and detail reasonably satisfactory to the Collateral Agent dated as of the Closing Date, executed by a duly authorized officer of each Loan Party, together with all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) accompanied by instruments of transfer and stock powers endorsed in blankattachments contemplated thereby; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of 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 (as each such term is defined in the U.S. Security Agreement and including any amendments to the extent required articles of incorporation or other constitutional documents of agreements of such Loan Party pursuant to which any restrictions or inhibitions relating to the enforcement of any Lien created by the terms of Security Documents are removed) and authorized, made or caused to be made any other filing and recording required under the U.S. Security Agreement);Documents, and each UCC financing statement shall 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; and (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (iv) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed the certificates representing the shares of certificated Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power or other instrument of transfer for each such certificate executed in those state and county jurisdictions in which any blank by a duly authorized officer of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s principal place of business is locatedpledgor thereof, and (B) any foreign Loan Partyan acknowledgement and consent, in form and substance reasonably satisfactory to the extent obtainable from the District Administrative Agent, duly executed by any issuer of Columbia, none of which encumber the Collateral covered or intended Equity Interests pledged pursuant to be covered by the Security Documents Agreement that is not itself a party to the Security Agreement, (other than those relating C) each promissory note pledged pursuant to Liens acceptable the Security Agreement duly executed (without recourse) in blank (or accompanied by an undated instrument of transfer executed in blank and satisfactory to the Collateral Agent); ) by the pledgor thereof and (vD) delivery the Subordinated Intercompany Note executed by the parties thereto accompanied by an undated instrument of such documents transfer duly executed in blank and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of satisfactory to the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (vii) evidence acceptable to the Collateral Agent of payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) subject to Section 5.16, all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect security interests in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of the U.S. Security Agreement); (iii) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (iviii) certified copies of Requests for Information (Form UCC-11)UCC, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic any Loan Party is located and the state and county jurisdictions in which such domestic any Loan Party’s Party is organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that the extent obtainable from the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viiiv) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Personal Property Requirements. The Collateral Agent shall have received from each Loan Party (except to the extent the Administrative Agent determines that any of the following is not commercially feasible, taking into account the cost to procure and the effectiveness and enforceability under local law):received: (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Equity Interests and the Pledged Intercompany Debt (each as defined in the U.S. Security Agreement) Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Collateral Agent; (ii) satisfactory evidence that the Intercompany Note executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank have been delivered to the Collateral Agent; (iii) satisfactory evidence that all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interests interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by the terms of Security Agreement have been delivered to the U.S. Security Agreement)Collateral Agent; (iiiiv) UCC financing statements in appropriate form for filing under the UCC UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (ivv) certified copies of Requests for Information (Form UCC-11)UCC, United States Patent and Trademark Office and United States Copyright Office, tax lien, and judgment lienlien searches, bankruptcy and pending lawsuit searches or equivalent reports or lien search reportssearches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name (A) any domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of such domestic Loan Party is located and the state and county jurisdictions in which such domestic Loan Party’s organized or maintains its principal place of business is located, and (B) any foreign Loan Party, to such other searches that are required by the extent obtainable from Perfection Certificate or that the District of ColumbiaCollateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (v) delivery of such documents and instruments and instruments as the Collateral Agent may request for filing with the United States Patent, Trademark and Copyright Offices, and the execution and/or delivery of such other security and other documents, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Liens created, or purported to be created, by the Security Agreements; (vi) any documents required to be submitted to the Collateral Agent by the Loan Parties as may be necessary or desirable to perfect the security interest of the Collateral Agent pursuant to each Foreign Security Agreement; and (viivi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.