Common use of Personal Property Requirements Clause in Contracts

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 Legal Requirements 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; (v) copies, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state and county jurisdictions in which any Company is organized or maintains its principal place of business, and (z) such other searches that the Collateral Agent deems necessary or appropriate; and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the 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 CompaniesCanadian Intercompany Note executed by and among Canadian Borrower, Parent and each of its Subsidiaries, each accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in either Security Agreement and to the extent required by, the by either Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements in appropriate form for filing under the UCCUCC and PPSA, filings with the United States Patent and Trademark Office Office, and the 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 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; (v) copiescertified copies of UCC, each as of a recent datePPSA, of (w) the UCC searches required by the Perfection Certificate, (x) United States Patent and Trademark Office and Office, United States Copyright Office searches with respect to each CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) Unless provided otherwise in the Intercreditor Agreement, (A) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by Pledged Securities, and (B) original instruments of transfer and stock powers undated and endorsed in blank;blank with respect to such certificates, agreements and instruments; ​ (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 agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Credit Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofhereunder); (iviii) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and the PPSA, as applicable, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and the Canadian Intellectual Property Office, as applicable, 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;hereunder; ​ (viv) copiescertified copies (to the extent applicable) of UCC, each as of a recent datePPSA, of (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 CompanyOffice, Canadian Intellectual Property Office, Bank Act (y) Canada), tax and judgment lien searches, bankruptcy bankruptcy, execution and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Credit Party as debtor and that are filed in the those federal, provincial, territorial, state and county jurisdictions in which any Company Credit Party is organized or maintains its chief executive office, registered office, principal place of business, property or assets with a value in excess of $100,000 and (z) such other searches that are required by the Collateral Perfection Certificate or that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered hereunder (other than Permitted Liens or any other Liens acceptable to the Agent); and (viv) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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 To the extent not previously delivered, the Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on Schedule 4.01(k)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required to be delivered prior to the Effective Date with respect to any Real Property that could not be obtained by such date provided that the applicable Loan Party comply with the requirements of Section 5.15(a); and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the 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 with respect 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 or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined inParty, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements (or amendments to existing financing statements, as applicable) in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office UCC and such other documents under applicable Legal domestic Requirements of Law in each domestic jurisdiction as may be necessary or appropriate orappropriate, in the reasonable opinion of the Collateral Administrative Agent, desirable to perfect (or maintain the perfection of, as applicable) the Liens created, or purported to be created, by the Security DocumentsDocuments (including, without limitation, by amending UCC financing statements on file in the applicable jurisdiction); (vii) copies, each as of a recent date, of (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 CompanyLoan Party, (y) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company of the Loan Parties as debtor and that are filed in the those state and county jurisdictions in which any Company of the Loan Parties is organized or maintains its principal place of business, and (z) such other searches that are required by the Collateral Perfection Certificate with respect to any of the Loan Parties or that the Administrative Agent deems necessary or appropriate; and , none of which encumber, or reflect a Lien on, the Collateral covered or intended to be covered by the Security Documents (vi) evidence reasonably other than Permitted Liens or any other Liens acceptable to the Collateral Administrative Agent); (iii) with respect to each Loan Party, evidence acceptable to the Administrative 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, if any; and (iv) with respect to each Loan Party, a Perfection Certificate, reflecting all Collateral pledged as of the Effective Date.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Pledged Securities Collateral and the Pledged Intercompany Notes (each as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered to the Collateral Agent; (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 agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by Section 3.3 of the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) UCC financing statements statement s in appropriate form for filing under the UCC, filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Office offices 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 statement s 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; (viv) copiescertified copies of UCC, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, and (z) such other searches that none of which encumber the Collateral Agent deems necessary covered or appropriateintended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent); (v) with respect to each 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 (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Holdings, Borrower and each of the CompaniesSubsidiary Guarantors, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber -81- the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); (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 Real Property that could not be obtained after the Loan Party that is the lessee shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral existing as of 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 in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect on the Closing Date the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest ), in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date each case in accordance with Section 5.14 hereof)the Security Agreement; (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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 Trustee shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesNote, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated instrument of transfer marked and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s Trustee's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts (other than Deposit Accounts with, in aggregate, up to $10 million in cash and Cash Equivalents) and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral AgentTrustee, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent Trustee deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Trustee); and (vi) evidence reasonably acceptable to the Collateral Agent Trustee 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. (vii) Beginning on the date that is 3 months after the Closing Date, Borrower shall use commercially reasonable efforts to obtain as soon as reasonably practicable, with respect to each location set forth on Schedule 4.01(n), 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 the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so.

Personal Property Requirements. The Collateral Agent shall have received: (i) Unless provided otherwise in the Intercreditor Agreement, (A) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by Pledged Securities, and (B) original instruments of transfer and stock powers undated and endorsed in blankblank with respect to such certificates, agreements and instruments; (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 agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Credit Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofhereunder); (iviii) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and the PPSA, as applicable, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and the Canadian Intellectual Property Office, as applicable, 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;hereunder; ​ (viv) copiescertified copies (to the extent applicable) of UCC, each as of a recent datePPSA, of (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 CompanyOffice, Canadian Intellectual Property Office, Bank Act (y) Canada), tax and judgment lien searches, bankruptcy bankruptcy, execution and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Credit Party as debtor and that are filed in the those federal, provincial, territorial, state and county jurisdictions in which any Company Credit Party is organized or maintains its chief executive office, registered office, principal place of business, property or assets with a value in excess of $100,000 and (z) such other searches that are required by the Collateral Perfection Certificate or that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered hereunder (other than Permitted Liens or any other Liens acceptable to the Agent); and (viv) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral Pledged Equity Interests and the Pledged Notes (each as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered to the Collateral Agent; (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 agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all deposit accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreements and to the extent required by, by Section 3.3 of the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Office offices 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; (v) copiesDocuments and, each as of a recent date, of (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 Companyall UCC or PPSA financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent and the Collateral Agent that such financing statements were filed and remain on file. (yiv) certified copies of UCC, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the state and those state, county or provincial jurisdictions in which any Company Property of any Loan Party is located and the state, county or provincial jurisdictions in which any Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens and those relating to Liens acceptable to the Collateral Agent); (v) with respect to each Real Property set forth on Schedule 4.01(n), a Landlord Lien Waiver and Access Agreement; and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) Subject to Section 6.22, all other certificates, agreements or agreements, including instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on Schedule 4.01(q)(iv), 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 the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note promissory notes evidencing all intercompany debt owed to any Loan Party executed by and among the applicable Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, approvals or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements in appropriate form for filing under the UCC, PPSA filings under the PPSA of the applicable provinces, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches each of a recent date listing all effective lien notices or comparable documents financing statements that name any Company Loan Party as debtor and that are filed in the state and county those jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, chief executive office and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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; provided, however, that, other than with respect to any UCC Filing Collateral, Stock Certificates and IP Filing Collateral, to the extent any security interest in the Collateral is not perfected on the Closing Date after the Loan Parties’ use of commercially reasonable efforts to do so, the perfection of such security interests shall not constitute a condition precedent to the initial Credit Extension if the Loan Parties agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within 90 days after the Closing Date or such later date as may be agreed by the Administrative Agent, acting in its reasonable discretion, in writing (in which case such documents and instruments shall be deemed added to Schedule 5.16).

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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, 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; (v) copies, each as copies of a recent date, of (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 Companyand certified copies of UCC, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each as of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on SCHEDULE 4.01(o)(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 (i) that could not be obtained after the Loan Party that is the lessee or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so or (ii) at which Collateral with a value of less than $250,000 is located; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 to be delivered prior to the Closing Date with respect to any Real Property that could not be obtained by such date provided that the applicable Loan Party comply with the requirements of Section 5.15(b); and (vivii) 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: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the 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[intentionally omitted]; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county 1117312.02-CHISR02A - MSW (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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; (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 Collateral Agent shall have received: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or 169 evidencing the 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[intentionally omitted]; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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.; (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. 170

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 or instruments necessary to perfect the Collateral Agent’s security interest interest, for the benefit of the Secured Parties, in all Chattel Paper, all Instruments and all Investment Property of each Loan Party Pledged Collateral (as each such term is defined in, and to the extent required by, in the Security Agreement) (excluding any Control Agreement necessary ), in each case, with the exception of those items permitted to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)pursuant to the terms of the Security Agreement; (ivii) UCC financing statements in appropriate form for filing under the UCC, filings or recordations 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 required to be filed pursuant to the Loan Documents; (viii) copiescopies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems reasonably necessary or appropriate; and, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted pursuant to Section 7.1 and any other Liens acceptable to the Collateral Agent); (viiv) 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; 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 shall have received: (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the 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) satisfactory evidence that the Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of have been delivered to the Term Loan PartiesAgent (which shall act as bailee for the Collateral Agent (or the Australian Security Trustee)); (iii) satisfactory evidence that all other certificates, agreements or agreements, including instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, in the U.S. Security Agreement or any Australian Security Agreement and to the extent required by, by the U.S. Security Agreement or any Australian Security Agreement) have been delivered to the Term Agent (excluding any Control Agreement necessary to perfect which shall act as bailee for the Collateral Agent’s security interest in Agent (or the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofAustralian Security Trustee))]; (iv) UCC financing statements in appropriate form for filing under the UCC, filings financing statements in appropriate 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 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; (v) copiescertified copies of UCC, each as of a recent dateAustralian PPSA, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the 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 CompaniesSubsidiary Guarantors, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used commercially reasonable efforts to do so; and (vivii) 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 receivedAgent: (i) shall be satisfied that all certificates, agreements or instruments representing or evidencing the 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) the shall be satisfied that an Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instrument of transfer undated and endorsed in blank has been received by each of the Loan Parties;First Lien Collateral Agent (which shall act as bailee for the Collateral Agent). (iii) subject to Section 5.14, shall be satisfied that all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) have been delivered to the First Lien Collateral Agent (excluding any Control Agreement necessary to perfect which shall act as bailee for the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreements and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofAgreements); (iv) UCC and PPSA financing statements in appropriate form for filing under the UCC, the PPSA, 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; (v) copiescertified copies of UCC, each as of a recent datePPSA, of (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 CompanyOffice, (y) U.S. tax and lien searches, judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that are required by the Perfection Certificate or that Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to Collateral Agent); (vi) Within ninety (90) days after the Closing Date (or such later date as may be agreed to by Administrative Agent), with respect to each location set forth on Schedule 4.01(m)(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 Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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 To the extent not heretofore delivered to the Collateral Agent pursuant to the terms of the Original Credit Agreement, the Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral Initial Pledged Interests, the Initial Pledged Shares and Intercompany Notes (each as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered to the Collateral Agent; (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 certificates or instruments necessary to perfect on the Closing Date the Collateral Agent’s security interest in all Chattel Paper, Paper and all Instruments and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by Article III of the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) 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 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; (viv) copiescertified copies of UCC, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any Real Property owned by such Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the 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 Liens acceptable to the Collateral Agent); and (viv) 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: (i) all certificates, agreements or instruments representing or evidencing the Pledged Securities Collateral and the Pledged Notes (each as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered to the Administrative Agent; (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 agreements, including control agreements, or instruments necessary to perfect the Collateral Administrative Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by Section 3.4 of the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) UCC financing statements Financing Statements in appropriate form for filing under the UCC, filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Office offices 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 Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;. (viv) copiescertified copies of UCC, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any Property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Administrative Agent deems necessary or appropriate; and, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (v) with respect to each Real Property set forth on Schedule 4.01(n), such Loan Party shall have obtained a Landlord Lien Waiver and Access Agreement or, if applicable, a bailee letter or other appropriate waiver and access agreement; (vi) evidence reasonably acceptable to the Collateral Administrative 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: (i) except to the extent otherwise provided in the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) except to the extent otherwise provided in the Intercreditor Agreement, the Intercompany Note executed by and among the CompaniesParent Borrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) except to the extent otherwise provided in the Intercreditor Agreement, all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all “Chattel Paper”, all Instruments “Instruments” and all “Investment Property of each Loan Party Property” (as each such term is defined in, and in the U.S. Security Agreement) of each Loan Party to the extent required by, hereby or under the relevant Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)Documents; (iv) 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 PPSA filings, and such other documents under applicable Legal Requirements Applicable 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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; (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 the U.K. Borrower, Novelis Services Limited and Novelis Europe Holding Limited 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 Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements (or their foreign equivalents) in appropriate form for filing under the UCCUCC (or its foreign equivalent), 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; (vii) copiescertified copies of UCC (or their foreign equivalents), each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in the those state and and, if applicable, county jurisdictions in which any Company property of any Loan Party is located and the state and, if applicable, county jurisdictions in which any Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (iii) with respect to each location set forth on Schedule 4.01(n)(iii), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required (A) with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so, or (B) with respect to any location where the book value of personal property Collateral stored with the bailee thereof is less than $5.0 million per location so long as the aggregate book value of personal property Collateral at all such locations for which no Bailee Letter is obtained does not exceed $10.0 million; and (viiv) 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 Purchasers shall have received:received (and, to the extent required hereunder, delivered to the Collateral Agent): (i) all certificates, agreements or instruments representing or evidencing the 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, intercompany notes accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank (to the extent required by each of the Loan PartiesSection 17); (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral AgentAgent or the Required Noteholders, desirable to perfect the Liens created, or purported to be created, by the Security Basic Documents; (viv) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Issuer as debtor and that are filed in those state and county jurisdictions in which any property of any Issuer is located and the state and county jurisdictions in which any Company Issuer is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems Required Noteholders deem reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Basic Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Purchasers); and (viv) evidence reasonably acceptable to the Collateral Agent Required Noteholders of payment or arrangements for payment by the Loan Parties Issuers of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Basic Documents.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paperchattel paper, all Instruments Instruments, all deposit accounts identified in Section II(A)(3) of the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 Legal Requirements 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; (v) copies, each as of a recent date, of (w) the UCC searches required requested by the Perfection CertificateAdministrative Agent, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state and county jurisdictions in which any Company is organized or maintains its principal place of business, and (z) such other searches that the Collateral Agent deems necessary or appropriate; and (vi) 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 To the extent requested by Administrative Agent, the Borrower shall have received:delivered to the Administrative Agent (except, in each case, if such item was previously delivered to the Prior Agent): (i) all certificates, agreements or instruments representing or evidencing the 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 PartiesNote; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 Legal Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Financing Orders or the Security Documents; (viv) copiescertified copies of UCC, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Administrative Agent deems necessary or appropriate; and , none of which encumber the Collateral covered or intended to be covered by the Security Documents (vi) evidence reasonably other than Permitted Liens or any other Liens 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 DocumentsAdministrative Agent).

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 or instruments necessary to perfect the Collateral Agent’s security interest interest, for the benefit of the Secured Parties, in all Chattel Paper, all Instruments and all Investment Property of each Loan Party Pledged Collateral (as each such term is defined in, and to the extent required by, in the Security Agreement) (excluding any Control Agreement necessary ), in each case, with the exception of those items permitted to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)pursuant to the terms of the Security Agreement; (ivii) 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 Legal Requirements of Law in each jurisdiction as may be necessary -92- 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; (viii) copiescopies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted pursuant to Section 7.1 or any other Liens acceptable to the Collateral Agent); and (viiv) 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 applicable Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral (or the shares of any company incorporated under the laws of England and Wales which form part of the Security Agreement Collateral) accompanied by instruments of transfer and stock powers (or stock transfer forms, as appropriate) undated and endorsed in blank; (ii) the Intercompany Note Loan Documents executed by and among the CompaniesUS Borrower and its respective Subsidiaries, accompanied by an endorsement to the Intercompany Note accompanied, in the form attached theretocase of any note or other instrument included therein, by instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the such Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC and PPSA financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and Canadian Intellectual Property Offices 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 such Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (v) copies, each as of a recent date, certified copies of (wA) the UCC searches required by the Perfection CertificateUCC, (x) PPSA, United States Patent and Trademark Office and Office, United States Copyright Office searches with respect to each CompanyOffice, (y) Canadian Intellectual Property Offices, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state, provincial and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the applicable Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agents); and (B) with respect to each Loan Party incorporated under the laws of England and Wales only, recent searches of such Loan Party’s companies file at the Companies Registry of England and Wales showing, amongst other things, no appointment of (or the presentation of any petition in relation to any appointment of) a receiver, liquidator or administrator; and (vi) evidence reasonably acceptable with respect to the Collateral Agent of payment each location set forth on Schedule 4.01(m)(vi), a Landlord Access Agreement or arrangements for payment by Bailee Letter, as applicable; 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 Parties Party that is the lessee of all applicable filing such Real Property or recording taxes, fees, charges, costs and expenses required for the filing or recording owner of the Security Documentsinventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 CompaniesCanadian Intercompany Note executed by and among Canadian Borrower, Parent and each of its Subsidiaries, each accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in either Security Agreement and to the extent required by, the by either Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements in appropriate form for filing under the UCCUCC and PPSA, filings with the United States Patent and Trademark Office Office, and the 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 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; (v) copiescertified copies of UCC, each as of a recent datePPSA, of (w) the UCC searches required by the Perfection Certificate, (x) United States Patent and Trademark Office and Office, United States Copyright Office searches with respect to each CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) 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 the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note Note, if any, executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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; (v) copies, each as copies of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent searches and certified copies of UCC reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the 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 theretohereto, undated and endorsed in blank by each of the Loan Parties; (iiiii) all other certificates, agreements agreements, including amendments, or amendments and restatements to Depositary Agreements and control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments 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, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) amendments to UCC financing statements indicating the name and address of the Administrative Agent, as agent for the Secured Parties, as “Secured Party” thereunder in appropriate form for filing under the UCC, amendments to filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal Requirements 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; (viv) certified copies, each as of a recent date, of (w) the UCC searches required by to be attached as Schedule 5 to the Perfection Certificate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each Company(provided, that such searches may delivered on a post-Restatement Date basis as provided for in Section 5.20 and on Schedule 5.20), (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state and county jurisdictions in which any Company is organized or maintains its principal place of business, and (z) such other searches (if any) that the Collateral Agent reasonably deems necessary or appropriate; (v) with respect to each Key Location existing on the Restatement Date, a Landlord Access Agreement or Bailee Letter, as applicable, copies of any notices (and if required, consents) if necessary or appropriate to be delivered in connection with the Restatement Transactions, including information regarding the name and address of the new Administrative Agent; (vi) a copy of the notice of change of address for notices under Section 9.01 of the ABDC Intercreditor Agreement; and (vivii) 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: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the 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[intentionally omitted]; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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; (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 1060441.101066947.03-CHISR01A - MSW 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 Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank, it being understood the Equity Interests in GTES, LLC shall not be required to be pledged if consent shall not have been obtained under the operating agreement of GTES, LLC after Holdings and the Subsidiaries shall have used reasonable best efforts to obtain such consent; (ii) the Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts (other than Excluded Accounts) and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements and fixture filings 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesBorrower and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and (vi) 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: (ia) all certificates, agreements or instruments representing or evidencing the Securities Collateral (other than those that are not required to be delivered by the Closing Time pursuant to the Post-Closing Letter) accompanied by instruments of transfer and stock powers undated and endorsed in blank, such certificates, agreements or instruments to be held by the agent under the Falcon Purchase Agreement as bailee for the Agent pursuant to and in accordance with the terms of the Subordination Agreement; (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; (iiib) all other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party Issuer (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control such certificates, agreements or instruments to be held by the agent under the Falcon Purchase Agreement necessary as bailee for the Agent pursuant to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date and in accordance with Section 5.14 hereof)the terms of the Subordination Agreement; (ivc) UCC financing statements in appropriate form for filing under the UCC, filings in appropriate form for filing 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 DocumentsDocuments (other than those that are not required to be delivered by the Closing Time pursuant to the Post-Closing Letter); (vd) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Issuer as debtor and that are filed in those state and county jurisdictions in which any property of any Issuer is located and the state and county jurisdictions in which any Company Issuer is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems or the Required Series A Noteholders deem necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Agent); and (vie) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties Issuers of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsDocuments (other than those that are not required to be delivered by the Closing Time pursuant to the Post-Closing Letter).

Personal Property Requirements. The Subject to the last paragraph of this Section 5, and subject to the terms of the ABL Intercreditor Agreement, on or prior to the Closing Date, the Collateral Agent (or its counsel or bailee) shall have received: (i1) unless constituting ABL Facility Priority Collateral, all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii2) the Intercompany Note executed by and among the Companiesunless constituting ABL Facility Priority Collateral, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties; all (iiiif any) all other certificates, agreements agreements, including Control Agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined inin the applicable Security Document) of Holdings, the Borrower and each Subsidiary Guarantor solely to the extent required by, by the Collateral and Guarantee Requirements and the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)Documents; (iv3) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and PPSA, filings intellectual property security agreements for filing with the United States Patent and Trademark Office and United States Copyright Office and Canadian Intellectual Property 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;Documents and, with respect to all UCC and PPSA financing statements required to be filed pursuant to the Collateral and Guarantee Requirements and the Security Documents (provided, however, that no Credit Party shall be obligated to make any filings or take any other action to create or perfect any Liens under the laws of any jurisdiction outside of the United States and Canada); and (v4) copiescertified copies of UCC, each as of a recent datePPSA, of (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 CompanyOffice, (y) Canadian Intellectual Property Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Borrower or any Company Subsidiary Guarantor as debtor and that are filed in the state those state, province, territory and county jurisdictions in which any Company property of the Borrower or any Subsidiary Guarantor is located and the state, province, territory and county jurisdictions in which the Borrower or any Subsidiary Guarantor is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and (vi) evidence reasonably acceptable to , none of which encumber the Collateral Agent of payment covered or arrangements for payment intended to be covered by the Loan Parties of all applicable filing Security Documents (other than Permitted Liens or recording taxes, fees, charges, costs and expenses required any Liens that are to be terminated on the Closing Date for which the filing or recording of the Security DocumentsAdministrative Agent shall have received proper termination statements authorized for filing).

Personal Property Requirements. The Collateral Agent shall have received: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the 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;[intentionally omitted]; 1160381.015-CHISR02A - MSW (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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; (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 1160381.015-CHISR02A - MSW (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 Collateral Agent shall have received: (i) i. all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note . promissory notes evidencing all intercompany debt owed to any Loan Party executed by and among the applicable Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) . all other certificates, agreements agreements, approvals or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) . 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 Legal 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, desirable to perfect the Liens created, or purported to be created, by the Security Documents; (v) copiesv. certified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches each of a recent date listing all effective lien notices or comparable documents financing statements that name any Company Loan Party as debtor and that are filed in the state and county those jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, chief executive office and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and (vi) . 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: (i) Unless provided otherwise in the Intercreditor Agreement, (A) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by Pledged Securities, and (B) original instruments of transfer and stock powers undated and endorsed in blankblank with respect to such certificates, agreements and instruments; (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 agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Credit Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofhereunder); (iviii) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and the PPSA, as applicable, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and the Canadian Intellectual Property Office, as applicable, 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 Documentshereunder; (viv) copiescertified copies (to the extent applicable) of UCC, each as of a recent datePPSA, of (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 CompanyOffice, Canadian Intellectual Property Office, Bank Act (y) Canada), tax and judgment lien searches, bankruptcy bankruptcy, execution and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Credit Party as debtor and that are filed in the those federal, provincial, territorial, state and county jurisdictions in which any Company Credit Party is organized or maintains its chief executive office, registered office, principal place of business, property or assets with a value in excess of $100,000 and (z) such other searches that are required by the Collateral Perfection Certificate or that the Agent deems necessary or appropriate, none of which encumber the Collateral ​ covered or intended to be covered hereunder (other than Permitted Liens or any other Liens acceptable to the Agent); and (viv) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received:: ​ (i) Unless provided otherwise in the Intercreditor Agreement, (A) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by Pledged Securities, and (B) original instruments of transfer and stock powers undated and endorsed in blank;blank with respect to such certificates, agreements and instruments; ​ (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 agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Credit Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofhereunder); (iviii) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and the PPSA, as applicable, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and the Canadian Intellectual Property Office, as applicable, 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;hereunder; ​ (viv) copiescertified copies (to the extent applicable) of UCC, each as of a recent datePPSA, of (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 CompanyOffice, Canadian Intellectual Property Office, Bank Act (y) Canada), tax and judgment lien searches, bankruptcy bankruptcy, execution and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Credit Party as debtor and that are filed in the those federal, provincial, territorial, state and county jurisdictions in which any Company Credit Party is organized or maintains its chief executive office, registered office, principal place of business, property or assets with a value in excess of $100,000 and (z) such other searches that are required by the Collateral Perfection Certificate or that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered hereunder (other than Permitted Liens or any other Liens acceptable to the Agent); and (viv) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among the CompaniesHoldings and each of its Subsidiaries, accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Partiesblank; (iii) all other certificates, agreements agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) 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 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 (including, without limitation, filings to evidence record ownership of intellectual property by Borrowers) and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that Borrowers have retained, at their 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on Schedule 4.01(m)(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 Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vivii) 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: (i) all certificates, agreements or instruments representing or evidencing the 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 or instruments necessary to perfect the Collateral Agent’s security interest interest, for the benefit of the Secured Parties, in all Chattel Paper, all Instruments and all Investment Property of each Loan Party Pledged Collateral (as each such term is defined in, and to the extent required by, in the Security Agreement) (excluding any Control Agreement necessary ), in each case, with the exception of those items permitted to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)pursuant to the terms of the Security Agreement; (ivii) 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 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 required to be filed pursuant to the Loan Documents; (viii) copiescopies of UCC, each as of a recent date, of (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 CompanyOffice, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted pursuant to Section 7.1 or any other Liens acceptable to the Collateral Agent); and (viiv) 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: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the 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[intentionally omitted]; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, 967770.02F-CHISR1034077.05-CHISR01A - MSW 161 fees, charges, costs and expenses required for the filing or 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, the Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the 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 agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments 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, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iv) UCC financing statements (including fixture filings and transmitting utility filings, as applicable) 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 Legal Requirements 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; (v) certified copies, each as of a recent date, of (w) the UCC searches required by with respect to each Loan Party that the Perfection CertificateCollateral Agent deems necessary or appropriate, (x) United States Patent and Trademark Office and United States Copyright Office searches with respect to each CompanyLoan Party, (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state and county jurisdictions in which any Company is organized or maintains its principal place of business, and (z) such other searches that the Collateral Agent deems necessary or appropriate; (vi) with respect to each location set forth on Schedule 4.01(k)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; and (vivii) 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: (i) all certificates, agreements All certificates or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;, or, in the case of stock certificates and stock powers, arrangements for the execution and delivery thereof promptly following the Closing Date shall have been made in a manner reasonably acceptable to the Administrative Agent. (ii) the The Intercompany Note executed by and among Holdings and each of its Subsidiaries, and the CompaniesClosing Date Intercompany Note, each accompanied by an endorsement to the Intercompany Note in the form attached thereto, instruments of transfer undated and endorsed in blank by each of the Loan Parties;blank. (iii) all All other certificates, agreements agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, the central cash concentration account maintained at JPMorgan Chase Bank, N.A. and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof);. (iv) 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 Legal Governmental Requirements in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable Agent may deem reasonably necessary to perfect the Liens created, or purported to be created, by the Security Documents;Instruments. (v) copiesCertified copies of UCC, each as of a recent date, of (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 and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any material property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, and (z) such other searches that none of which encumber the Collateral Agent deems necessary covered or appropriate; andintended to be covered by the Security Instruments (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent). (vi) evidence reasonably Evidence 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 DocumentsInstruments.

Personal Property Requirements. The Collateral Agent shall have received: (i) Unless provided otherwise in the Intercreditor Agreement, (A) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by Pledged Securities, and (B) original instruments of transfer and stock powers undated and endorsed in blank;blank with respect to such certificates, agreements and instruments; ​ (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 agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments Instruments, and all Investment Property of each Loan Credit Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereofhereunder); (iviii) UCC and PPSA financing statements in appropriate form for filing under the UCCUCC and the PPSA, as applicable, filings with the United States Patent and Trademark Office and Office, United States Copyright Office and the Canadian Intellectual Property Office, as applicable, 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;hereunder; ​ (viv) copiescertified copies (to the extent applicable) of UCC, each as of a recent datePPSA, of (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 CompanyOffice, Canadian Intellectual Property Office, Bank Act (y) Canada), tax and judgment lien searches, bankruptcy bankruptcy, execution and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Credit Party as debtor and that are filed in the those federal, provincial, territorial, state and county jurisdictions in which any Company Credit Party is organized or maintains its chief executive office, registered office, principal place of business, property or assets with a value in excess of $100,000 and (z) such other searches that are required by the Collateral Perfection Certificate or that the Agent deems necessary or appropriate; and , none of which encumber the Collateral covered or intended to be covered hereunder (vi) evidence reasonably other than Permitted Liens or any other Liens acceptable to the Collateral Agent); and ​ ​ ​ ​ (v) evidence acceptable to the Agent of payment or arrangements for payment by the Loan Credit Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security DocumentsLiens.

Personal Property Requirements. The Collateral Agent shall have received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral Pledged Equity Interests and the Pledged Notes (each as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered to the Collateral Agent; (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 agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all deposit accounts and all Investment Property of each Loan Party (as each such term is defined in, in the Security Agreement and to the extent required by, by Section 3.3 of the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof); (iviii) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Office offices 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; (v) copiesDocuments and, each as of a recent date, of (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 Companyall UCC Financing Statements required to be filed pursuant to the Loan Documents. The Borrowers hereby acknowledge and agree that, at the Borrowers' sole cost and expense, the Administrative Agent, in its sole discretion, shall select a service provider for the tracking of all such financing statements and for providing notification to the Administrative Agent and the Collateral Agent of, among other things, the upcoming lapse or expiration thereof. (yiv) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Company Loan Party as debtor and that are filed in those state and county jurisdictions in which any Property of any Loan Party is located and the state and county jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the 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 Liens acceptable to the Collateral Agent) and those relating to the Liens to be released or terminated on the Closing Date) and a UCC insurance policy in favor of the Collateral Agent insuring the proper creation, perfection and priority of the Lien of the Security Documents as it relates to "as extracted" Coal Inventory comprising part of the part of the Collateral in form and substance satisfactory to the Collateral Agent; (v) with respect to each Real Property location set forth on Schedule 4.01(n), a Landlord Lien Waiver and Access Agreement or applicable consignment letter agreement or other applicable bailee or warehouseman agreements in form and substance satisfactory to the Administrative Agent and the Collateral Agent, except for those Real Property locations for which, after and despite use of commercially reasonable efforts by the Borrowers, a Landlord Lien Waiver and Access Agreement or applicable consignment letter agreement was not obtained; it being agreed and understood that for any such location, an appropriate Reserve as set forth in the definition of "Eligible Inventory" may be established by the Collateral Agent; and (vi) 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: (i) subject to the terms of the Intercreditor Agreement, all certificates, agreements or instruments instruments, if any, representing or evidencing the 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[intentionally omitted]; (iii) all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement) (excluding any Control Agreement necessary to perfect the Collateral Agent’s security interest in the Deposit Accounts identified in Schedule 16(a) to the Perfection Certificate, which shall be delivered after the Closing Date in accordance with Section 5.14 hereof)[intentionally omitted]; (iv) 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 Office, PPSA filings, 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; (v) copiescertified copies of UCC, each as of a recent date, of (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 CompanyOffice, (y) PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches (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 any Company Loan Party as debtor and that are filed in those state and county (or other applicable) jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located and the state and county (or other applicable) jurisdictions in which any Company Loan Party is organized or maintains its principal place of business, business and (z) such other searches that the Collateral Agent deems necessary or appropriate; and, none of which are effective to encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens); (vi) 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; (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 972172.01-CHISR01A - MSW (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.