Common use of Personal Property Collateral Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Personal Property Collateral. The Administrative Agent In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Loan Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i1) evidence satisfactory to the Collateral Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Security Documents (Aincluding their obligations to authorize UCC financing statements and execute and deliver originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (2) searches of UCC filings in a completed Perfection Certificate dated the jurisdiction of incorporation or formation, as applicable, Closing Date and executed by an Authorized Officer of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchestogether with all attachments contemplated thereby; (ii3) searches of ownership of fully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the appropriate governmental offices encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and such patent/trademark/copyright filings as Security Agreement; (4) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including, to the extent requested by the Administrative Agent in order Agent, any intercompany notes evidencing Indebtedness permitted to perfect be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii5) Qualifying Control Agreements evidence satisfactory to the Administrative Collateral Agent that the Borrower has retained, at its sole cost and expense, a service provider acceptable to the extent required Collateral Agent for the tracking of all of UCC financing statements of the Borrower and the Guarantors and that shall provide notification to be delivered pursuant to Section 6.14the Collateral Agent of, among other things, the upcoming lapse or expiration thereof.

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

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

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

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings or the equivalent records in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) completed UCC financing statements or the foreign equivalent for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificatescertificates (or foreign equivalent thereof), if any, evidencing the Pledged Collateral Equity Interests pledged to the Administrative Agent pursuant to the Security Documents and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) in the case of any personal property Collateral located at premises leased by a Loan Credit Party and set forth on Schedule 5.21(g), 3.16(f)(ii) such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 5.13 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is reasonably satisfactory to the Administrative Agent);; and (vivii) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or reasonably appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

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

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

Personal Property Collateral. The Administrative Agent Subject to the post-closing conditions set forth in Section 5.15, in order to create in favor of Agents, for the benefit of Secured Parties, a valid, perfected First Priority security interest (subject only to existing secured obligations scheduled on Schedule 6.1) in the Collateral. Agents shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to the Required Lenders of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein on the Closing Date), together with (A) searches of UCC filings appropriate financing statements on Form UCC‑1 duly filed in such office or offices as may be necessary or, in the jurisdiction opinion of incorporation Agents or formationthe required Lenders, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order desirable to perfect the Collateral Agent’s security interest in interests purported to be created by the Collateral, copies of the financing statements on file in such jurisdictions Pledge and evidence that no Liens exist other than Permitted Liens Security Agreement and (B) tax lien, judgment and bankruptcy searchesevidence satisfactory to the Required Lenders of the filing of such UCC-1 financing statements; (ii) searches a completed Perfection Certificate dated as of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to the Required Lenders, of all effective UCC financing statements (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements for evidence that each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to clause (b) of the definition of “Permitted Indebtedness”) and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from herein) reasonably required by the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Required Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, except to the extent covered in Section 6.17: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Loan Parties; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Collateral Documents, if any, evidencing the Pledged Collateral together with duly executed in blank and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedattached thereto; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to the Administrative Agent with respect to all deposit accounts and securities accounts listed on Schedule 3(m) of the extent required to be delivered pursuant to Section 6.14Security Agreement (other than for any Excluded Deposit and Securities Account).

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

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

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

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

Personal Property Collateral. The Administrative Subject to the last paragraph of this Section 3.1, in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest (subject to the Intercreditor Agreement and, solely with respect to the assets of a Credit Party organized under the laws of Germany, subject to Liens permitted pursuant to Section 6.2(w)) in the ABL Collateral, a valid, perfected Second Priority security interest (subject to the Intercreditor Agreement) in the Fixed Asset Collateral and a valid, perfected First Priority security interest in the Foreign Collateral, the Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party of its obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, its obligation to authenticate and deliver UCC or equivalent financing statements or the equivalent instrument in any jurisdiction and to execute (as applicable) and deliver originals of securities, instruments and chattel paper and any Intellectual Property Security Agreements); (ii) (A) searches copies of recent UCC filings or equivalent search reports as of a recent date listing all effective financing statements (or equivalent filings, to the extent available in the jurisdiction any relevant jurisdiction) that name any Credit Party as debtor, together with copies of incorporation or formationsuch financing statements, as applicable, none of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect which shall cover the Collateral Agent’s security interest except for those that shall be terminated on the Closing Date (or with respect to which appropriate arrangements for such termination shall have been made) and those in the Collateral, copies respect of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; UCC termination statements (iior similar documents) searches of ownership of Intellectual Property duly executed or authenticated by all applicable Persons for filing in the appropriate governmental offices and such patent/trademark/copyright filings all applicable jurisdictions as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate or discharge any effective UCC financing statements (or equivalent filings) disclosed in such UCC search reports (other than any such financing statements in respect of Permitted Liens);; and (iii) completed UCC financing statements for (A) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property (other than Leasehold Properties which (i) are less than 25,000 square feet and (ii) do not have located therein any Eligible Inventory with a value in excess of $5,000,000) and by the applicable Credit Party, (B) a Bailee’s Letter executed by each appropriate jurisdiction Person that is in possession of inventory on behalf of such Credit Party with a value in excess of $5,000,000, (C) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as is necessaryset forth herein) reasonably required by the Collateral Agent and (D) stock certificates of each Restricted Subsidiary of a Credit Party, in the Collateral Agent’s sole discretioneach case, to perfect the Administrative Agent’s for which a security interest in the Collateral; (iv) can be perfected by delivering such stock or membership certificates, if any, evidencing the Pledged Collateral and certificates together with undated stock or transfer powers duly executed in blankblank with respect thereto; in each case provided that to the extent such Pledged the Borrowers or the applicable Guarantor is unable to deliver to the Collateral is certificated; (v) in Agent on the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)Closing Date, after using commercially reasonable efforts to do so, such estoppel lettersLandlord Personal Property Collateral Access Agreements or Bailee’s Letters, consents and waivers from such Credit Party shall comply with the landlords requirements of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.145.17.

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

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

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

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

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

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

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

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

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority Lien in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (Aincluding, without limitation, their obligations to execute EXECUTION and deliver (a) searches of UCC filings in the jurisdiction of incorporation financing statements, (b) all cover sheets or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located other documents or where a filing would need instruments required to be made filed with any applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Officer, (c) originals of stock certificates (which stock certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in order blank) representing all Capital Stock pledged pursuant to perfect the Collateral Agent’s security interest in the CollateralPledge and Security Agreement and any Foreign Pledge Agreements, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (Bd) tax lienother instruments and chattel paper (duly endorsed, judgment and bankruptcy searcheswhere appropriate) evidencing any Collateral; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Officer's Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, certifying the exact name and jurisdiction of organization of each of Holdings and its Subsidiaries and attaching (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified by Collateral Agent, together with copies of all such filings disclosed by such search, (B) UCC termination statements (or similar documents) duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agentmay be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens, and (C) statements of charges over assets and encumbrances (etat de inscriptions et nantissement) for European Borrower); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, and subject to appropriate jurisdiction as is necessaryassumptions and qualifications required by the counsel issuing the opinion, in the each case in form and substance reasonably satisfactory to Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (ii) any intercompany notes evidencing the Pledged Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral and undated stock or transfer powers duly executed in blankAgent; in each case to the extent such Pledged Collateral is certificated;and (v) in the case execution and delivery to Collateral Agent of any personal property Collateral located at premises leased by Foreign Pledge Agreements with respect to 65% (or 100%, if no material adverse tax consequences will be caused as a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (viresult thereof) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Capital Stock owned by Company, a Domestic Subsidiary of Company, or a Guarantor Foreign Subsidiary of all Foreign Subsidiaries with respect to which Collateral DocumentsAgent deems a Foreign Pledge Agreement necessary or advisable to perfect or otherwise protect the First Priority Liens granted to Collateral Agent on behalf of Lenders in such Capital Stock, and the taking of all instruments, documents and chattel paper in such other actions EXECUTION under the possession of any laws of the Loan Parties, together with allonges or assignments jurisdictions as Collateral Agent may be deem necessary or appropriate advisable to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14or otherwise protect such Liens.

Personal Property Collateral. The In order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected security interest in the personal property Collateral, Administrative Agent shall have received: (1) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all certificated shares of Capital Stock pledged pursuant to the Pledge and Security Agreement (which shares shall not include more than 65% of all the Capital Stock of each of Company's or any of its Domestic Subsidiaries' first tier Foreign Subsidiaries or any shares of Capital Stock of any other Foreign Subsidiary) and (2) all instruments and promissory notes (which instruments shall be accompanied by instruments of transfer or assignment duly endorsed in blank and otherwise in form and substance satisfactory to the Administrative Agent: ) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement (all such Collateral specified in this clause (i) (A) searches of UCC filings in collectively, the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches"Pledged Securities"); (ii) searches UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of ownership of Intellectual Property such Credit Party, for filing in all jurisdictions as may be necessary or, in the appropriate governmental offices opinion of Syndication Agent and such patent/trademark/copyright filings as requested by the Administrative Agent in order Agent, desirable to perfect the security interests created in such Collateral Agent’s security interest in pursuant to the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Collateral Documents; (iii) completed all releases, cover sheets or other documents or instruments required to be filed in order to create or perfect Liens in respect of any Intellectual Property Collateral, including UCC financing statements for each appropriate jurisdiction as is necessary, and documents to be recorded in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralU.S. Patent and Trademark Office and like offices; (iv) stock or membership certificates, if any, evidencing an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the Pledged creation and perfection of the security interests in favor of Administrative Agent in such Collateral and undated stock such other matters governed by the laws of each jurisdiction in which any Credit Party or transfer powers duly executed in blank; any personal property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the extent such Pledged Collateral is certificated;Syndication Agent and Administrative Agent; and (v) in the case of evidence that each Credit Party shall have taken or caused to be taken any personal property Collateral located at premises leased by a Loan Party other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument, and made or caused to be made any other filing and recording (other than as set forth on Schedule 5.21(g), such estoppel letters, consents herein) reasonably required by Syndication Agent and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

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

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to each of the Agents of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver or authorize the filing of UCC financing statements, originals of securities, CREDIT AND GUARANTY AGREEMENT EXECUTION 101 instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein). (ii) A completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, together with receipt by Administrative Agent of (A) searches the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC filings financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made jurisdictions specified in order to perfect the Collateral Agent’s security interest in the CollateralQuestionnaire, together with copies of the financing statements on file in all such jurisdictions and evidence that no Liens exist other than Permitted Liens filings disclosed by such search, and (B) tax lien, judgment and bankruptcy searches; UCC termination statements (iior similar documents) searches of ownership of Intellectual Property duly executed by all applicable Persons for filing in the appropriate governmental offices and such patent/trademark/copyright filings all applicable jurisdictions as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessaryopinion of ▇▇▇▇▇ Day, in form and substance reasonably satisfactory to each of the Agents, with respect to the creation and perfection (but not priority) of the security interests in favor of Collateral Agent’s sole discretion, to perfect Agent in such Collateral and such other matters governed by the Administrative Agent’s security interest laws of each jurisdiction in the Collateral;which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request; and (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument (including, without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal property Collateral located at premises leased Leasehold Property and by a Loan the applicable Credit Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required (ii) any intercompany notes evidencing Indebtedness permitted to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest (subject to the Intercreditor Agreement) in the ABL Collateral, a valid, perfected Second Priority security interest (subject to the Intercreditor Agreement) in the Fixed Asset Collateral and a valid, perfected First Priority security interest in the Canadian Collateral, the Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) compliance by each Credit Party of its obligations under the Pledge and Security Agreement, the Canadian Pledge and Security Agreement and the other Collateral Documents (Aincluding, without limitation, its obligation to authenticate and deliver UCC or certified filed PPSA financing statements or the equivalent instrument in any jurisdiction and to execute (as applicable) searches and deliver originals of UCC filings in the jurisdiction of incorporation or formationsecurities, instruments and chattel paper (together with undated stock powers and allonges, as applicable, executed in blank with respect thereto) and any Intellectual Property Security Agreements); (ii) (A) copies of each Loan recent UCC, PPSA or equivalent search reports as of a recent date listing all effective financing statements (or equivalent filings) that name any Credit Party and each jurisdiction where any Collateral is located or where a filing would need as debtor, together with, with respect to be made in order to perfect such search reports copies of such financing statements (other than PPSA financing statements), none of which shall cover the Collateral Agent’s security interest except for those that shall be terminated on the Closing Date (or with respect to which appropriate arrangements for such termination shall have been made) and those in the Collateral, copies respect of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; UCC termination statements or PPSA financing change statements (iior similar documents) searches of ownership of Intellectual Property duly executed or authenticated by all applicable Persons for filing in the appropriate governmental offices and such patent/trademark/copyright filings all applicable jurisdictions as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate or discharge any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such UCC or PPSA or equivalent search reports (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements an amendment, supplement or joinder to each of the Intercreditor Agreement and Senior Notes Intercreditor Agreement duly executed by each party thereto in order for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;Agent and Collateral Agent to become parties thereto; and (iv) stock an amendment, supplement or membership certificates, if any, evidencing joinder to each deposit account control agreement and securities account control agreement relating to the Pledged Collateral and undated stock or transfer powers Existing Revolving Credit Agreement duly executed by each party thereto in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of order for the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14become party thereto.

Personal Property Collateral. (i) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) received (A) searches each original certificate representing the shares of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need Equity Interests pledged pursuant to be made in order to perfect the Collateral Agent’s security interest Agreement, together with an undated stock power for each such certificate executed in the Collateral, copies blank by a duly authorized officer of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens applicable pledgor thereof and (B) tax lieneach original promissory note (if any) pledged to the Administrative Agent pursuant to the Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the applicable pledgor thereof; provided that with respect to any such promissory note, judgment and bankruptcy searches;to the extent it cannot be delivered by the Closing Date after the applicable pledgor’s use of commercially reasonable efforts to do so, then the delivery thereof shall not constitute a condition to availability of the Credit Facility on the Closing Date, but shall instead be provided pursuant to Section 8.18. (ii) Each document (including, without limitation, any UCC financing statements and any intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) required by the Collateral Agreement or under Applicable Law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens) or to evidence such Liens, shall be in proper form for filing, registration or recordation and all filing and recording fees and taxes in connection therewith shall have been paid in full by the Borrower; provided, that to the extent any such document (other than the UCC financing statements and the intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office) cannot be so filed, registered or recorded by the Closing Date after the Credit Parties’ use of commercially reasonable efforts to do so, then such action shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but shall instead be taken pursuant to Section 8.18. (iii) The Administrative Agent shall have received all searches of ownership of Intellectual Property in the appropriate governmental offices (including UCC and such patent/trademark/copyright filings as other lien searches and intellectual property searches) reasonably requested by the Administrative Agent in order to perfect connection with the security interests in, and Liens on, the Collateral Agent’s which shall indicate that the assets and Properties of the Credit Parties are free and clear of all Liens (other than Permitted Liens). (iv) The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Intellectual Property Collateral (including, without limitation, any landlord waivers or collateral access agreements, deposit or securities account control agreements, notices and certain assignments of which searches may claims required under Applicable Laws, bailee or warehouseman letters or filings with any applicable Governmental Authority); provided, that if such documents cannot be provided after obtained by the Closing Date as determined by after the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, Credit Parties’ use of commercially reasonable efforts to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case obtain such documents then such action shall not constitute a condition precedent to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions availability of the Collateral DocumentsCredit Facility on the Closing Date, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may but shall instead be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered taken pursuant to Section 6.148.18. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings or similar filing offices in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Property; (iii) (A) completed UCC financing statements (or the equivalent thereof) for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral and (B) evidence of the registration of the Security Agreements in the appropriate registrations offices of the Security Agreements to which the Bahamian Loan Parties are a party in order to perfect and establish the first priority security interest of the Administrative Agent in the Collateral of the Bahamian Loan Parties, together with evidence of the tender of all taxes due in connection with such registration; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, as applicable, relevant page(s) of the share register book and register of mortgages and charges of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Statement of Purpose for a Credit Extension Secured by Margin Stock (Federal Reserve Form U–1).

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

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

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

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

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)Loan Parties; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Collateral Documents, if any, evidencing the Pledged Collateral together with duly executed in blank and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedattached thereto; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viivi) Qualifying Control Agreements satisfactory to such estoppel letters, consents and waivers from the Administrative Agent landlords of the real properties listed on Schedule 5.20(d) to the extent required to be delivered pursuant to Section 6.146.14(c) (such letters, consents and waivers to be in form and substance reasonably satisfactory to the Administrative Agent).

Personal Property Collateral. The Administrative Agent In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Loan Party shall have received, in form and substance satisfactory delivered to the Administrative Collateral Agent: (i1) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent that the Refinancing shall have been consummated, including the discharge (or the making of arrangements for discharge) of all liens under the Existing Term Loan, and the Administrative Agent shall have received such UCC termination statements, terminations of agreements governing deposit accounts and releases of security interests in Intellectual Property and other instruments (or the making of arrangements for such releases), in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing the Existing Term Loan; (2) evidence satisfactory to the Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and deliver UCC financing statements, originals of securities (including all certificates or agreements representing or evidencing such securities accompanied by instruments of transfer and stock powers), instruments and chattel paper and any agreements governing deposit accounts as provided therein); (3) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby; (4) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2(II) to the Security Agreement; (5) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; (6) the Collateral Agent shall have received a certificate from the applicable Loan Party’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.05 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.05; (7) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection of the security interests in favor of the Collateral Agent in the Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request (including opinions of counsel regarding any share pledge agreement), in each case in form and substance reasonably satisfactory to the Collateral Agent; and (8) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral 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); it being understood that, notwithstanding anything in this Section 3.01 to the contrary, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the equity securities of the Loan Parties and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC or the filing of Intellectual Property Security Agreements) after the Loan Parties’ use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably (and in any event within 60 days after the Closing Date or such longer period as may be reasonably agreed by the Administrative Agent pursuant to Section 6.145.13).

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

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

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Trustee, for the benefit of Secured Parties, a valid, perfected First Priority security interest or Second Priority security interest, as the case may be, in the personal property Collateral, Collateral Trustee shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need evidence satisfactory to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Administrative Agent of the financing statements on file in such jurisdictions compliance by each Credit Party of their obligations under the Pledge and evidence that no Liens exist Security Agreement and the other than Permitted Liens Collateral Documents (including, without limitation, originals of securities, instruments and (B) tax lien, judgment chattel paper and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after A completed Perfection Certificate dated the Closing Date as determined and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Perfection Certificate, as applicable, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) with respect to the creation and perfection of the security interests in favor of Collateral Trustee in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party is organized as is necessaryAdministrative Agent may reasonably request, in the Collateral Agent’s sole discretion, each case in form and substance reasonably satisfactory to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock evidence that each Credit Party shall have taken or membership certificatescaused to be taken any other action, if anyexecuted and delivered or caused to be executed and delivered any other agreement, evidencing document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case landlord of any personal property Collateral located at premises leased Leasehold Property where the aggregate value of Inventory exceeds $750,000 and by the applicable Credit Party, (ii) a Loan Party fully executed and set forth on Schedule 5.21(g)notarized Access Grant and Easement Agreement, such estoppel lettersin proper form for recording in all appropriate places in all applicable jurisdictions, consents encumbering each Closing Date Mortgage Property, and waivers from the landlords of such real property to the extent required (iii) any intercompany notes evidencing Indebtedness permitted to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered incurred pursuant to Section 6.146.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Administrative Agent or Collateral Trustee.

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

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property Property; (iv) to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, all stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers attached thereto; (v) to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, all instruments (excluding checks) and certain chattel paper in the possession of which searches any of the Borrowers and their respective Subsidiaries, together with allonges or assignments as may be provided after necessary or appropriate to perfect the Closing Date Administrative Agent’s security interest in such instruments and chattel paper; (vi) with respect to any Collateral held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as determined may be reasonably required by the Administrative Agent); (iiivii) completed UCC financing statements for each appropriate jurisdiction in the case of any warehouse, plant or other real property material to the business of the Borrowers and their respective Subsidiaries that is leased by any such Person, such estoppel letters, consents and waivers from the landlords on such real property as is may be required by the Administrative Agent; (viii) with respect to the deposit accounts and securities accounts of the Borrowers and their respective Subsidiaries, such control agreements as may be required by the Administrative Agent; (ix) with respect to any Material Contract (other than any Government Contract), such collateral assignment and consent to collateral assignment as may be required by the Administrative Agent; and (x) such other duly executed agreements or consents as are necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected and continuing First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party fully executed Pledge and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesSecurity Agreement; (ii) searches the Existing Seller Notes Subordination Agreements executed by each of ownership the parties to Existing Seller Notes as of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)and listed on Schedule 6.1; (iii) completed evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents, as applicable, to the extent required hereby and thereby (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements for each appropriate jurisdiction statements, originals of securities and instruments and chattel paper as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateralprovided therein); (iv) stock or membership certificatesa completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificatedtogether with all attachments contemplated thereby; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required fully executed Intercompany Note evidencing Indebtedness permitted to be delivered in connection with incurred pursuant to Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent6.1(b); (vi) to the extent fully executed Non-U.S. Security Documents, including: (A) the Master Debenture, (B) the Security over Shares Agreement; and (C) Charge over Intellectual Property and any notices or documents required to be deliveredprovided or executed under the terms of each of the foregoing Non-U.S. Security Documents; (vii) fully executed Intellectual Property Security Agreements, filedin proper form for filing or recording in the United States Patent and Trademark Office and the United States Copyright Office, registered or recorded pursuant memorializing and recording the encumbrance of the Intellectual Property Assets listed in [Schedule 5.1 to the terms Pledge and conditions Security Agreement]; (viii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, fully executed recordal applications in respect of any Intellectual Property registrable in the United Kingdom or European Union, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its chief executive office and such other searches that are required by the Collateral Questionnaire or that Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to Collateral Agent); (ix) evidence acceptable to Collateral Agent of payment or arrangements for payment by the Credit Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viix) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered pursuant or caused to Section 6.14be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) required by Collateral Agent.

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

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

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

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

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected and continuing First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party fully executed Pledge and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesSecurity Agreement; (ii) searches the fully executed Sony Intercreditor Agreement, the Sony Master Bailee Agreement, the Sony Master Bailee Termination Agreement, the Sony Set-Off Letter Agreements and the Sony Set-Off Letter Terminations; (iii) the Existing Seller Notes Subordination Agreements executed by each of ownership the parties to Existing Seller Notes as of the Closing Date and listed on Schedule 6.1; (iv) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents, as applicable, to the extent required hereby and thereby (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities and instruments and chattel paper as provided therein); (v) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (vi) the fully executed Intercompany Note evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b); (vii) the fully executed Non-U.S. Security Documents, including: (A) the Master Debenture, (B) the Security over Shares Agreement; and (C) Charge over Intellectual Property and any notices or documents required to be provided or executed under the terms of each of the foregoing Non-U.S. Security Documents; (viii) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in the appropriate governmental offices United States Patent and such patent/trademark/copyright filings as requested by Trademark Office and the Administrative Agent in order to perfect United States 42 Copyright Office, memorializing and recording the Collateral Agent’s security interest in encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement; (ix) certified copies of UCC, United States Patent and certain Trademark Office and United States Copyright Office, fully executed recordal applications in respect of any Intellectual Property registrable in the United Kingdom or European Union, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its chief executive office and such other searches that are required by the Collateral Questionnaire or that Collateral Agent deems necessary or appropriate, none of which searches may encumber the Collateral covered or intended to be provided after the Closing Date as determined covered by the Administrative Collateral Documents (other than Permitted Liens or any other Liens acceptable to Collateral Agent); (iiix) completed UCC financing statements evidence acceptable to Collateral Agent of payment or arrangements for each appropriate jurisdiction as is necessarypayment by the Credit Parties of all applicable recording taxes, in fees, charges, costs and expenses required for the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions recording of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viixi) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered pursuant or caused to Section 6.14be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) required by Collateral Agent.

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

Personal Property Collateral. The Administrative Agent In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, each Loan Party shall have receiveddelivered to the Collateral Agent: (1) [reserved]; (2) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and deliver UCC financing statements, originals of securities (including all certificates or agreements representing or evidencing such securities accompanied by instruments of transfer and stock powers), instruments and chattel paper and any agreements governing deposit accounts as provided therein); (3) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer, together with all attachments contemplated thereby; (4) [reserved]; (5) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent; (6) [reserved]; (7) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection of the security interests in favor of the Collateral Agent in the Collateral and such other matters governed by the laws of each jurisdiction in which any Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent:; and (i) (A) 8) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of UCC filings in the jurisdiction of incorporation a recent date listing all effective financing statements, lien notices or formation, as applicable, of each comparable documents that name any Loan Party as debtor and each jurisdiction where that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral is located Agent deems reasonably necessary or where a filing would need appropriate, none of which encumber the Collateral covered or intended to be made in order to perfect covered by the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist Security Documents (other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order or any other Liens acceptable to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Trustee, for the benefit of Secured Parties (including, prior to the HM Release Date, the holders of the ▇▇ ▇▇▇▇▇), a valid, perfected First Priority security interest in the personal property Collateral (to the extent a Lien can be perfected by a UCC filing, possession of instruments or filings in the United ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Copyright Office), Collateral Trustee shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Trustee of: (Aa) searches the execution and delivery of and compliance by each Credit Party with its obligations under each Collateral Document to which it is a party (including, without limitation, its obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper including, without limitation, a pledge of stock of first-tier Excluded Subsidiaries) and (b) the execution and delivery of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens recordations with the United States Patent and (B) tax lien, judgment Trademark Office and bankruptcy searchesthe United States Copyright Office; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the A completed Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after Questionnaire dated the Closing Date as determined and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the Administrative Agent);results of a recent search, by a Person satisfactory to Collateral Trustee, of all effective UCC financing statements (or equivalent filings, including recordations of liens in applicable intellectual property registries) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search; and (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, customary opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Trustee) with respect to the creation and perfection of the security interests in the favor of Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest Trustee in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged such Collateral and undated stock or transfer powers duly executed such other matters governed by the laws of each jurisdiction in blank; which any Credit Party is located, in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14Trustee.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction state of incorporation or formation, as applicable, organization of each Loan Party of the Borrowers, the Acquired Company and their respective Subsidiaries and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed necessary by the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Administrative Agent’s security interest in the Intellectual Property Property; (iv) to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, all stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers attached thereto; (v) to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, all instruments (excluding checks) and certain chattel paper in the possession of which searches any of the Borrowers, the Acquired Company and their respective Subsidiaries, together with allonges or assignments as may be provided after necessary or appropriate to perfect the Closing Date Administrative Agent’s security interest in such instruments and chattel paper; (vi) with respect to any Collateral held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as determined may be reasonably required by the Administrative Agent); (iiivii) completed UCC financing statements for each appropriate jurisdiction in the case of any warehouse, plant or other real property material to the business of the Borrowers, the Acquired Company and their respective Subsidiaries that is leased by any such Person, such estoppel letters, consents and waivers from the landlords on such real property as is may be required by the Administrative Agent; (viii) with respect to the deposit accounts and securities accounts of the Borrowers, the Acquired Company and their respective Subsidiaries, such control agreements as may be required by the Administrative Agent; (ix) with respect to any Material Contract (other than any Government Contract), such collateral assignment and consent to collateral assignment as may be required by the Administrative Agent; and (x) such other duly executed agreements or consents as are necessary, in the Collateral Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) solely to the extent requested by the Administrative Agent in its sole discretion (A) searches of ownership of Intellectual Property in the appropriate governmental offices and such (B) patent/trademark/, trademark and/or copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent)filings; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) (x) PDF scans of stock or membership certificates, if any, evidencing the Pledged Collateral Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Collateral Equity is certificated, and (y) as soon as available but in any event within five (5) Business Days after the Restatement Date, originals of such stock or membership certificates, and original undated stock or transfer powers executed (in “wet ink”) in blank; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g5.24(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

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

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected Second Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any evidence reasonably satisfactory to Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies Agent of the compliance by each Credit Party of its obligations under the Pledge and Security Agreement and the other Collateral Documents (including its obligations to execute and deliver UCC financing statements on file in such jurisdictions statements, intellectual property security agreements, domain name control agreements, originals of securities, instruments and evidence that no Liens exist other than Permitted Liens chattel paper and (B) tax lien, judgment and bankruptcy searchesany agreements governing deposit and/or securities accounts as provided therein); (ii) searches a completed Perfection Certificate dated the Effective Date and executed by an Authorized Officer of ownership each Credit Party, together with all attachments contemplated thereby, including (A) the results of Intellectual Property a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest jurisdictions specified in the Intellectual Property Perfection Certificate, together with copies of all such filings disclosed by such search, and (and certain of which searches B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be provided after the Closing Date as determined by the Administrative Agentnecessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) completed UCC financing statements for opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each appropriate jurisdiction in which any Credit Party or any personal property Collateral is located as is necessaryCollateral Agent may reasonably request, in the each case in form and substance reasonably satisfactory to Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock evidence that each Credit Party shall have taken or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required caused to be taken any other action, executed and delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required or caused to be deliveredexecuted and delivered any other agreement, fileddocument and instrument (including without limitation, registered (x) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b) or recorded (t) and (y) each acknowledgement by each counterparty to each Intercompany Arrangement, including any Foreign Subsidiary party thereto, required pursuant to the terms second sentence of Section 5.19(a)) and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges made or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required caused to be delivered pursuant to Section 6.14made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

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

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

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

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

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected Second Priority Lien in the personal property Collateral, Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (Aincluding, without limitation, their obligations to execute and deliver (a) searches of UCC filings in the jurisdiction of incorporation financing statements, (b) all cover sheets or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located other documents or where a filing would need instruments required to be made filed with any applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Officer, (c) originals of stock certificates (which stock certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in order blank) representing all Capital Stock pledged pursuant to perfect the Pledge and Security Agreement and any Foreign Pledge Agreements, and (d) other instruments and chattel paper (duly endorsed, where appropriate) evidencing any Collateral); provided that with respect to items described in clauses (c) and (d) above, delivery to the First Lien Collateral Agent as agent for the Collateral Agent’s security interest in Agent and the Collateral, copies Lenders hereunder for perfection purposes pursuant to the terms of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesIntercreditor Agreement shall constitute delivery to the Collateral Agent under this Section 3.1(f)(i); (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after a completed Officer's Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, certifying the exact name and jurisdiction of organization of each of Holdings and its (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified by Collateral Agent, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as determined by the Administrative Agent)may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens; (iii) completed UCC financing statements for evidence that each appropriate jurisdiction Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as is necessary, in the set forth herein) reasonably required by Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;; and (iv) stock execution and delivery to Collateral Agent of Foreign Pledge Agreements with respect to 65% (or membership certificates100%, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (vno material adverse tax consequences will be caused as a result thereof) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Capital Stock owned by Company, a Domestic Subsidiary of Company, or a Guarantor Foreign Subsidiary of all Foreign Subsidiaries with respect to which Collateral DocumentsAgent deems a Foreign Pledge Agreement necessary or advisable to perfect or otherwise protect the Second Priority Liens granted to Collateral Agent on behalf of Lenders in such Capital Stock, and the taking of all instruments, documents and chattel paper in such other actions under the possession of any laws of the Loan Parties, together with allonges or assignments jurisdictions as Collateral Agent may be deem necessary or appropriate advisable to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14or otherwise protect such Liens.

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

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

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

Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:: ---------------------------- (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly executed financing statements (Form UCC-1) for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral; (iii) appropriate duly executed termination statements (Form UCC-3) signed by all Persons disclosed as secured parties in the jurisdictions referred to in clause (i) above in form for filing under the Uniform Commercial Code of such jurisdictions, except that no termination statement shall be required as to any Permitted Liens; (iv) searches of ownership of Intellectual Property in the appropriate governmental offices and offices; (v) all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (vi) such patent/trademark/, trademark and copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (ivvii) stock all instruments and chattel paper in the possession of any of the Credit Parties, together with such allonges or membership certificates, if any, evidencing assignments as may be necessary or appropriate to perfect the Pledged Collateral and undated stock or transfer powers duly executed Agent's security interest in blank; in each case to the extent such Pledged Collateral is certificatedCollateral; (vviii) a Depository Bank Agreement from NationsBank and each other bank or depository institution where any Credit Party maintains a deposit account (other than a Deposit Account); (ix) in the case of any each lease of material personal property Collateral located at premises leased by a Loan under which any Credit Party and set forth on Schedule 5.21(g)is lessee, such estoppel letters, consents and waivers from the landlords lessors of such real personal property to as may be required by the extent required to be delivered in connection with Section 6.14 (such lettersAgent, consents and waivers which instruments shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viix) Qualifying Control Agreements satisfactory duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Administrative Agent to security interest of the extent required to be delivered pursuant to Section 6.14Secured Parties in the Collateral.

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

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