Common use of Personal Property Collateral Clause in Contracts

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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, 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, 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, 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 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 financing statements on file in such jurisdictions evidencing Perfection Certificate or that no Liens exist 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 and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest in the Collateral; (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged any other Liens acceptable to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powersCollateral Agent); and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y5) a lien on such pledged Collateral that may be perfected solely Junior Lien Intercreditor Agreement executed 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 Collateral Agent, collateral agent with respect to which a the Second Lien may be perfected on Notes and 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 may reasonably agree in its discretion) after the Closing DateLoan Parties.

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: (i) evidence satisfactory to the Lead Arrangers and Collateral 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 (or, for Non-U.S. Credit Parties, functionally similar, customary documents, if any), fixture filings, originals of securities, 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 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 may 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) 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 jurisdiction in which any Credit Party or any personal property Collateral is located as the Lead Arrangers or Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Lead Arrangers and Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the Lenders’ security interest landlord of any Leasehold Property in the Collateral. Notwithstanding United States and by the foregoing, it is understood applicable Credit Party and agreed that, (ii) any intercompany notes evidencing Indebtedness permitted to the extent be incurred pursuant to Section 6.1(b)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required by the filing of a financing statement under the UCC Lead Arrangers 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably satisfactory received (subject to the Administrative Agent:Section 5.15): (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), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC‑1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence reasonably satisfactory to Administrative Agent of the filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of the Borrower, 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 (if applicable) by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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 the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement document and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, Control Agreements for all Deposit Accounts and Security Accounts held by a Loan Party) and made or perfection of caused to be made 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 filing and recording reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence reasonably 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, without limitation, their obligations to execute and deliver originals of securities, 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, 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 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) 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 is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) (A) searches a Landlord Personal Property Collateral Access Agreement executed by the landlord of UCC filings in any Leasehold Property and by the jurisdiction of incorporation or formation, as applicable, of the applicable Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens Party and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary any intercompany notes evidencing Indebtedness permitted 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 be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powerscaused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and (ivv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, evidence satisfactory to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any GuarantorAgent that Company has retained, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC at its sole cost 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 service provider acceptable to the obligation Collateral Agent for the tracking of each Lender all such financing statements and notification to make its initial Credit Extension on the Closing DateCollateral Agent, but may instead be delivered within forty-five (45) days (of, among other things, the upcoming lapse or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Dateexpiration thereof.

Personal Property Collateral. The Administrative Agent In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Loan Parties shall have receiveddelivered to Collateral Agent: (i) 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 Collateral Documents (including, without limitation, their obligations to authorize and deliver UCC financing statements, originals of securities, 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 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 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) 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 Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Loan Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation a Landlord Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Loan Party) is not and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative In order to create in favor of Agents, for the benefit of Secured Parties, a valid, perfected security interest (subject only to the prior preferred Lien of (x) the Equipment Collateral Agent in the Equipment Priority Collateral, (y) the A/R Collateral Agent in the A/R Priority Collateral and (z) existing secured obligations scheduled on Schedule 6.1) in the personal property Collateral. Agents shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) evidence satisfactory to Agents of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein and a duly executed authorization to pre-file UCC-1 financing statements on the Closing Date), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC-1 duly filed in such jurisdictions evidencing that no Liens exist other than Permitted Liens office or offices as may be necessary or, in the opinion of Agents, desirable to perfect the security interests purported to be created by the Pledge and Security Agreement and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Agents of the filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Agents, 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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, document and instrument (including without limitation, any intercompany notes evidencing the Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to clause (b) of the Pledge Agreement definition of “Permitted Indebtedness”) and duly executed in blank undated stock made or transfer powers; and (iv) duly executed consents as are necessary caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood be made any other filing and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgents.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of the Revolving Secured Parties, a valid, perfected Second Priority security interest in the personal property Fixed Collateral, and a valid, perfected First Priority security interest in the personal property Liquid Collateral, Collateral Agent shall have received: (i) evidence reasonably 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 (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in 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, 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 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) 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 and the laws of any other applicable jurisdictions addressed to the Agents and the Lenders and dated as of the Closing Date, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Lenders, a valid, perfected First Priority security interest in the personal property Term Loan Collateral and a Second Priority security interest in the personal property Revolving Loan Collateral, Collateral Agent shall have received: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement (Term Loan) and the other Collateral Documents (including, without limitation, their obligations to file 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); (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) 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 or authorized 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) 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 is located (within the meaning of Section 9-307 of the UCC) as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (A) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (B) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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, without limitation, their obligations to execute EXECUTION and deliver (a) UCC financing statements, (b) all cover sheets or other documents or instruments required to be 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 blank) representing all Capital Stock pledged pursuant to the Pledge and Security Agreement and any Foreign Pledge Agreements, and (d) other instruments and chattel paper (duly endorsed, where appropriate) evidencing any Collateral; (ii) 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 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 (C) statements of charges over assets and encumbrances (etat de inscriptions et nantissement) for European Borrower); (iii) 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 assumptions and qualifications required by the counsel issuing the opinion, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) (A) searches a Landlord Personal Property Collateral Access Agreement executed by the landlord of UCC filings in any Leasehold Property and by the jurisdiction of incorporation or formation, as applicable, of the applicable Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens Party and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary any intercompany notes evidencing Indebtedness permitted 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 be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powerscaused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and (ivv) duly executed consents execution and delivery to Collateral Agent of Foreign Pledge Agreements with respect to 65% (or 100%, if no material adverse tax consequences will be caused as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreementa result thereof) (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 Capital Stock owned by Company, a Domestic Subsidiary of Company, or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing Guarantor Foreign Subsidiary 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 all Foreign Subsidiaries with respect to which Collateral Agent deems a Lien may be perfected Foreign Pledge Agreement necessary or advisable to perfect or otherwise protect the First Priority Liens granted to Collateral Agent on the Closing Date by the delivery behalf 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 Lenders in such pledged Capital Stock, and the taking of all such other actions EXECUTION under the laws of the jurisdictions as 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 may reasonably agree in its discretion) after the Closing Datedeem necessary or advisable to perfect or 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 Administrative Agent) evidencing all Indebtedness pledged pursuant to the Pledge and Security Agreement (all such Collateral specified in this clause (i) collectively, the "Pledged Securities"); (ii) UCC financing statements, duly executed by each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all jurisdictions as may be necessary or, in the opinion of Syndication Agent and Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents; (iii) 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 and documents to be recorded in the U.S. Patent and Trademark Office and like offices; (iv) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) with respect to the creation and perfection of the security interests in favor of Administrative Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Syndication Agent and Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed thatinstrument, and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required by the filing of a financing statement under the UCC Syndication Agent 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in the deposit and/or securities accounts as provided therein); FIRST LIEN CREDIT AGREEMENT EXECUTION 54 (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) 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 amendment financing statements (or similar documents) duly authorized for filing 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) 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" (for purposes of the UCC) and the laws of other applicable jurisdictions, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect be executed and delivered any other agreement, document and instrument required by the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) Syndication Agent (including without limitation, any required (i) Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; ; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected security interest in the personal property Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the 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 execute and deliver UCC financing statements, other securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) the First Lien Agent, as bailee for the Secured Parties, shall have received (x) the originals of certificates representing the shares of capital stock pledged pursuant to the Pledge and Security Agreement and the other Collateral Documents, together with an original of an undated stock power for each such certificate executed in blank by a duly Authorized Officer of the pledgor thereof (if applicable and subject to the provisions of the relevant Collateral Document), and (y) originals of each promissory note (if any) pledged to the Collateral Agent pursuant to the Pledge and Security Agreement and the other Collateral Documents endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (iii) a completed Collateral 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 Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal, real 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 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); (iv) 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 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 the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document, notice and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The In order to create in favor of Joint Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Administrative Agent and Collateral Monitoring Agent shall have received: (i) evidence satisfactory to the Administrative Agent and Collateral Monitoring Agent 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 authorize the filing of and deliver UCC financing statements, originals of securities, 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, including (A) (1) lien searches conducted in connection with the DIP Facilities and (2) any additional lien searches requested by the Syndication Agent with respect to the Company and its Guarantor Subsidiaries, and such search shall reveal no liens on any of the assets of the Company or such Guarantor Subsidiaries except for liens permitted by the Credit Documents or Liens to be discharged on or prior to the Closing Date pursuant to documentation (duly executed if required) (which may include the Plan of Reorganization and the Confirmation Order) satisfactory to the Syndication Agent and Collateral Monitoring Agent, 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) opinions of counsel (which counsel shall be reasonably satisfactory to Administrative Agent and Collateral Monitoring Agent) with respect to the creation and perfection of the security interests in favor of Joint Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is "located" (for the purposes of the UCC) as Administrative Agent and Collateral Monitoring Agent may reasonably request, in each case addressing the matters set out in Exhibit D of the Pledge and Security Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Collateral Monitoring Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required by the Joint Collateral Agent or the Collateral Monitoring Agent or made arrangements for such 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 or recording reasonably satisfactory 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 may reasonably agree in its discretion) after the Closing Dateand Collateral Monitoring Agent.

Personal Property Collateral. The Administrative Collateral Agent and the Lenders 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, received a completed Perfection Certificate dated as applicable, of the Credit Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax liena valid, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s perfected First Priority security interest in the Collateral; , Collateral Agent and the Lenders shall have received (iiiA) stock the results of a recent search, by a Person reasonably satisfactory to the Required Lenders, of all effective UCC financing statements (or membership certificatesequivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate (provided, that with respect to Borrower or any Included Subsidiary that is formed or conducts material operations in any jurisdiction other than a state of the United States, if anyrequested by the Collateral Agent acting on instruction of the Required Lenders, evidencing the Equity Interests pledged local law collateral security documents and filings for such jurisdiction shall be required), together with copies of all such filings disclosed by such search, (B) UCC termination statements (or similar documents) duly authorized 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) (C) evidence reasonably satisfactory to the Administrative Agent pursuant to Required Lenders of the compliance by each Loan Party of its 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 and, with respect to Borrower or any Included Subsidiary that is formed or conducts material operations in any jurisdiction other than a state of the United States, if requested by the Collateral Agent acting on instruction of the Required Lenders, local law collateral security documents and filings for such jurisdiction, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein), together with (D) appropriate financing statements on Form UCC 1 (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate (provided, that with respect to Borrower or any Included Subsidiary that is formed or conducts material operations in any jurisdiction other than a state of the United States, if requested by the Collateral Agent acting on instruction of the Required Lenders, local law collateral security documents and filings for such jurisdiction shall be required) in each case duly executed filed in blank undated stock such office or transfer powers; and (iv) duly executed consents offices as are may be necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, interests purported to the extent any lien search or Pledged Collateral (as defined in be created by the Pledge and Security Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid, perfected Second Priority security interest in the personal property consisting of Secured Term Loan Priority Collateral, and a valid, perfected First Priority security interest in the personal property consisting of Revolving Priority Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements and originals of securities, instruments and chattel paper, together with any stock powers and endorsements related thereto); (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (iii) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation, validity and perfection of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of (x) other than Nevada, each jurisdiction of organization of each Credit Party and (y) any other jurisdiction the laws of which provide that perfection of a security interest in Collateral located in such jurisdiction is by a means other than filing a UCC-1 financing statement with the Secretary of State (or comparable authority) of the jurisdiction of organization of the owner of such Collateral and addressed to the Agents and the Lenders and dated the Closing Date, in each case as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (i) (A) searches the results of a recent search, reasonably satisfactory to the 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 jurisdictions reasonably requested by the Administrative Agent where such property is located and each jurisdiction of incorporation where any Credit Party is incorporated or formationorganized, as applicable, of the Credit Parties, together with copies of the financing statements on file in all such jurisdictions evidencing that no Liens exist other than Permitted Liens filings disclosed by such search and (B) tax lien, judgment and pending litigation searches; UCC termination statements (iior similar documents) completed duly authorized for filing by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest (or equivalent filings) disclosed in the Collateral; such search (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed other than any such financing statements in blank undated stock or transfer powersrespect of Permitted Liens); and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 of the Credit PartiesBorrowers, the Acquired Company and their respective Subsidiaries and each other jurisdiction deemed necessary by the Administrative Agent, copies of the financing statements on file in such jurisdictions evidencing and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesLiens; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 Administrative Agent’s security interest in the Intellectual 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 Equity Interests Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement and Agreement, together with duly executed in blank undated stock or transfer powerspowers attached thereto; (v) to the extent not previously delivered to the Administrative Agent under the Existing Credit Agreement, all instruments (excluding checks) and chattel paper in the possession of any of the Borrowers, the Acquired Company and their respective Subsidiaries, together with allonges or assignments as may be necessary or appropriate to perfect the 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 may be reasonably required by the Administrative Agent; (vii) 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 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 (ivx) such other duly executed agreements or consents as are necessary necessary, in the Administrative Agent’s reasonable discretion, to perfect the Lenders’ Administrative Agent’s security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) evidence reasonably 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 execute, if applicable, and deliver UCC financing statements, originals of UCC filings securities, instruments and chattel paper and any agreements governing the “control” (as defined in the jurisdiction UCC) of incorporation or formation, deposit and/or securities accounts as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesprovided 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) the results of a recent search, 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, if applicable, by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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 the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement document and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (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 Guarantorwithout limitation, (yi) 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 obtain a Landlord Personal Property Collateral Access Agreement executed by the provision landlord 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 Leasehold Property and by the applicable Credit Party (other than with respect to the obligation draw centers, any leased location that does not have a formal written lease and the leased locations at which less than $20,000 of Collateral is located, in each Lender case, with respect to make its initial Credit Extension on the Closing DateC.H.C. Labs, but may instead Inc.) and (ii) any intercompany notes evidencing Indebtedness permitted to be delivered within forty-five incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (45other than as set forth herein) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Daterequired by Collateral Agent.

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid, perfected Second Priority security interest in the personal property consisting of Secured Notes Priority Collateral, and a valid, perfected First Priority security interest in the personal property consisting of Revolving Priority Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements and originals of securities, instruments and chattel paper, together with any stock powers and endorsements related thereto); (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (iii) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation, validity and perfection of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of (x) each jurisdiction of organization of each Credit Party and (y) any other jurisdiction the laws of which provide that perfection of a security interest in Collateral located in such jurisdiction is by a means other than filing a UCC-1 financing statement with the Secretary of State (or comparable authority) of the jurisdiction of organization of the owner of such Collateral and addressed to the Agents and the Lenders and dated the Closing Date, in each case as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (i) (A) searches the results of a recent search, reasonably satisfactory to the 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 jurisdictions reasonably requested by the Administrative Agent where such property is located and each jurisdiction of incorporation where any Credit Party is incorporated or formationorganized, as applicable, of the Credit Parties, together with copies of the financing statements on file in all such jurisdictions evidencing that no Liens exist other than Permitted Liens filings disclosed by such search and (B) tax lien, judgment and pending litigation searches; UCC termination statements (iior similar documents) completed duly authorized for filing by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest (or equivalent filings) disclosed in the Collateral; such search (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed other than any such financing statements in blank undated stock or transfer powersrespect of Permitted Liens); and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The 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, Administrative Agent shall have received: (i) evidence satisfactory to Administrative Agent and Collateral Agent 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 authorize the filing of and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in the 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, including (A) lien searches requested by Administrative Agent with respect to Company and its Guarantor Subsidiaries, and such search shall reveal no liens on any of the assets of Company or such Guarantor Subsidiaries except for liens permitted by the Credit Documents or Liens to be discharged on or prior to the Closing Date pursuant to documentation (duly executed if required) satisfactory to Administrative Agent, together with copies of all such filings disclosed by such search, and (B) UCC amendment financing statements (or similar documents) duly authorized for filing 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) 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 Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is "located" (for the purposes of the UCC) and the laws of other applicable jurisdictions, in each case as Administrative Agent may reasonably request, addressing the matters set out in Exhibit D of the Pledge and Security Agreement and otherwise 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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens ; and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; andCREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may or made arrangements for such filing or recording reasonably agree in its discretion) after the Closing Datesatisfactory to Administrative 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 (subject to the Intercreditor Agreement) in the personal property Current Asset Collateral, the Collateral Agent shall have received: (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 (including, without limitation, its obligation to authenticate and deliver UCC financing statements and to execute (as applicable) and deliver originals of securities, instruments and chattel paper and any Intellectual Property Security Agreements, Deposit Account Control Agreements and Control Agreements as provided therein); (ii) 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 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) 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 in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is organized, as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

Personal Property Collateral. The Administrative In order to create in favor of Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) evidence reasonably satisfactory to Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein and a duly executed authorization to pre-file UCC-1 financing statements), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC-1 duly filed in such jurisdictions evidencing that no Liens exist other than Permitted Liens office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each Mortgage and (B) tax lien, judgment and pending litigation searchesevidence reasonably satisfactory to Agent of the filing of such UCC-1 financing statements; (ii) A completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any assets or property of any Loan Party in the jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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, document and instrument (including without limitation, (A) a Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Loan Party, and (B) any intercompany notes evidencing the Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to clause (b) of the Pledge Agreement definition of Permitted Indebtedness) and duly executed in blank undated stock made or transfer powers; and (iv) duly executed consents as are necessary caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood be made any other filing and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably 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, the Canadian Pledge and Security Agreement, the Barbados Security Documents and the other Collateral Documents (A) searches of including their obligations to execute and deliver, file or register UCC filings in the jurisdiction of incorporation and PPSA financing statements (or formationequivalent filings), as applicable, to deliver originals of the Credit Partiessecurities, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens instruments and (B) tax lien, judgment chattel paper and pending litigation searchesany 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, including (A) the results of a recent lien search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal property of any Credit Party in each jurisdiction where the Collateral Agent, acting reasonably, considers it to be necessary or desirable that such searches be conducted, together with copies of all such filings disclosed by such search, and (B) UCC and PPSA financing change statements (or similar documents) duly executed or authorized by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in the Collateralsuch search (other than any such financing statements in respect of Permitted Liens); (iii) stock fully executed Intellectual Property Security Agreements, in proper form for filing or membership certificatesrecording in all appropriate places in all applicable jurisdictions, if any, evidencing memorializing and recording the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization encumbrance 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 Intellectual Property Assets listed 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 may reasonably agree in its discretion) after the Closing Date.Schedule

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected security interest in the personal property Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the 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 execute and deliver UCC financing statements, other securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) the Collateral Agent shall have received (x) the originals of certificates representing the shares of capital stock pledged pursuant to the Pledge and Security Agreement and the other Collateral Documents, together with an original of an undated stock power for each such certificate executed in blank by a duly Authorized Officer of the pledgor thereof (if applicable and subject to the provisions of the relevant Collateral Document), and (y) originals of each promissory note (if any) pledged to the Collateral Agent pursuant to the Pledge and Security Agreement and the other Collateral Documents endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (iii) a completed Collateral 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 Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal, real 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 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); (iv) 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 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 the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document, notice and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 security interest in the personal property Collateral, Collateral Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Note Party of their obligations under the Security Agreements and the other Collateral Documents (A) searches including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements (or the their equivalent), Intellectual Property Security Agreements to be filed with the Copyright Office, or the Patent and Trademark Office or any other Governmental Authority (regardless of UCC filings whether in the jurisdiction US or in any foreign jurisdiction), originals of incorporation notes, Equity Interests, securities, powers of attorney, transfer forms, instruments and chattel paper and any Control Agreements or formationagreements governing deposit and/or securities accounts as provided therein or payoff letters) a copy of all notices and acknowledgements required to be sent under the relevant UK Security Document, as applicabletogether with all share certificates and undated stock transfer forms executed in blank required to be sent under the relevant UK Security Document, for the purposes of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchestaking or perfecting security; (ii) A completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Note 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 Note 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) stock evidence that each Note 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 and any intercompany notes evidencing the Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powers; and (iv) duly executed consents as are necessary caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood be made any other filing and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably satisfactory received (subject to the Administrative Agent: Section 5.14): 321999257 v7 - 72 - (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 (A) searches of UCC filings in the jurisdiction of incorporation including, without limitation, their obligations to authorize or formationexecute, as applicablethe case may be, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed deliver UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest in the Collateral; statements, originals of Capital Stock (iii) including stock or membership certificates, if any, evidencing representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) appropriate financing statements on Form UCC-1 in form for filing in such office or offices as may be necessary or, in the Equity Interests pledged opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other Collateral Document and (B) evidence satisfactory to Administrative Agent pursuant of the filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person 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 Pledge Agreement jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and duly executed in blank undated stock (B) UCC termination statements (or transfer powers; and (ivsimilar documents) duly executed consents by all applicable Persons for filing in all applicable jurisdictions as are may be necessary to perfect the Lenders’ security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien such search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches any such financing statements in the jurisdiction respect 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 Permitted Liens); 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 may reasonably agree in its discretion) after the Closing Date.f)

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: (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) 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 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) opinion of ▇▇▇▇▇ Day, 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, each of the Credit PartiesAgents, copies with respect to the creation and perfection (but not priority) of the financing statements on file security interests in favor of Collateral Agent in such jurisdictions evidencing that no Liens exist Collateral and such other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for matters governed by the laws of each appropriate jurisdiction in which any Credit Party or any personal property Collateral is located as is necessary 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 Collateral Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powersmay reasonably request; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect be executed and delivered any other agreement, document and instrument (including, without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) 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, judgment, tax and bankruptcy liens (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 (other than any such financing statements or equivalent filing in respect of Permitted Liens); (iii) 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 any Collateral with an aggregate value in excess of $500,000 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly executed consents a certificate from Company's insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that Collateral Agent, for the benefit of Lenders has been named as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood additional insured and agreed that, loss payee thereunder to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement required 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 may reasonably agree in its discretion) after the Closing DateSection 5.5.

Personal Property Collateral. The Administrative Agent shall have receivedIn order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in form and substance reasonably satisfactory to the Administrative Agentpersonal property Collateral: (i) Collateral Agent shall have received evidence reasonably satisfactory to Collateral Agent of the compliance by each Credit Party of their Closing Date obligations under the Pledge and Security Agreement (A) searches including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of UCC filings securities, instruments and chattel paper, intellectual property security agreements to be filed in the jurisdiction of incorporation or formationU.S., and any agreements governing deposit and/or securities accounts as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesprovided therein); (ii) Collateral Agent shall have received 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) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) after the Borrower uses Company shall have exercised commercially reasonable efforts to do so obtain and deliver to the Collateral Agent a Landlord Personal Property Collateral Access Agreement executed by the landlord and Genco Land Development Corporation, as tenant, with respect to the Credit Parties’ headquarters at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, provided, that it is agreed that commercially reasonable efforts shall not require Company or without undue burden such tenant to agree to any change in the terms of such lease which would be adverse to Company or expensesuch tenant in any material respect, then the provision or pay any form of any additional compensation, solely in order to obtain such lien search and/or provision and/or perfection of a security interest landlord’s agreement to such Landlord Personal Property Collateral Access Agreement and, in such pledged Collateral circumstances, Company shall not constitute a condition precedent be required to the obligation of each Lender deliver such agreement to make its initial Credit Extension on the Closing Date, but may instead be delivered within forty-five Collateral Agent pursuant to this clause (45) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Datei)(iii).

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 reasonably 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 in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC-1 duly filed in such jurisdictions evidencing that no Liens exist other than Permitted Liens office or offices as may be necessary or, in the opinion of Required Lenders, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Required Lenders of the filing of such UCC-1 financing statements; (ii) 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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, document and instrument (including without limitation, (A) any intercompany notes evidencing the Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to the Pledge Agreement and duly executed in blank undated stock clause (b) or transfer powers; and clause (ivc) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing definition of a financing statement under the UCC Permitted Indebtedness and (zB) intellectual property security agreements (in recordable form) accompanied by appropriate search results from the pledge and perfection of the security interests in the Equity Interests of the Borrower U.S. Copyright Office 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 may reasonably agree in its discretion) after the Closing DateU.S. Patent and Trademark Office.

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 reasonably 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 of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the recent UCC or equivalent search reports as of a recent date listing all effective financing statements (or equivalent filings, to the extent available in any relevant jurisdiction) that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on file the Closing Date (or with respect to which appropriate arrangements for such termination shall have been made) and those in such jurisdictions evidencing that no Liens exist other than respect of Permitted Liens and (B) tax lien, judgment and pending litigation searches; UCC termination statements (iior similar documents) completed duly executed or authenticated by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate or discharge any effective UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest (or equivalent filings) disclosed in the Collateral;such UCC search reports (other than any such financing statements in respect of Permitted Liens); and (iii) stock or membership certificates(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, if any(B) a Bailee’s Letter executed by each 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 the Equity Interests pledged Indebtedness permitted to the Administrative Agent 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 the Pledge Agreement Collateral Agent and duly (D) stock certificates of each Restricted Subsidiary of a Credit Party, in each case, for which a security interest can be perfected by delivering such stock certificates together with undated stock powers executed in blank undated stock or transfer powerswith respect thereto; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, provided that to the extent any lien search the Borrowers or Pledged the applicable Guarantor is unable to deliver to the Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected Agent on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any GuarantorDate, (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 using commercially reasonable efforts to do so so, such Landlord Personal Property Collateral Access Agreements or without undue burden or expenseBailee’s Letters, then such Credit Party shall comply with the provision requirements 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 may reasonably agree in its discretion) after the Closing DateSection 5.17.

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, the Collateral Agent and the Lenders shall have received: (i) evidence satisfactory to the Collateral Agent and the Requisite Lenders 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 or PPSA financing statements, originals of securities, 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, including (A) the results of a recent search, by a Person satisfactory to the Requisite Lenders, of all effective UCC or PPSA 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 PPSA discharge statements (or similar documents) duly executed by all applicable Persons for filing by the Requisite Lenders in all applicable jurisdictions as may be necessary to terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) opinions of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) with respect to the creation and perfection of the security interests in favor of the 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 the Collateral Agent or the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in Collateral Agent and the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powersRequisite Lenders; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Collateral Access Agreement, Bailee’s Letter and/or similar collateral access agreements executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party, and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) 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 reasonably required by the filing of a financing statement under Collateral Agent or 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 may reasonably agree in its discretion) after the Closing DateRequisite Lenders.

Personal Property Collateral. The In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have delivered to Collateral Agent: (i) evidence reasonably satisfactory to Administrative 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, originals of securities, instruments, chattel paper and certificates of title 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 (A) the results of a recent search, by a Person reasonably satisfactory, of all effective UCC financing statements made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized and, if applicable, executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iii) 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 encumbrance of the Intellectual Property Assets listed in Schedule 4.8 to the Pledge and Security Agreement; (iv) opinions of counsel (which counsel shall have receivedbe reasonably satisfactory to Administrative 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 Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent:; (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including (i) (A) searches a Landlord Personal Property Collateral Access Agreement executed by the landlord of UCC filings in any Leasehold Property which is a warehouse, distribution center or other location at which a material amount of Collateral is located, and by the jurisdiction of incorporation or formation, as applicable, of the applicable Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens Party and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary any intercompany notes evidencing Indebtedness permitted 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 be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powerscaused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and (ivvi) duly executed consents as are necessary evidence reasonably satisfactory to perfect Administrative Agent that Borrower has retained, at its sole cost and expense, a service provider acceptable to Administrative Agent and Collateral Agent for the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection tracking of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) all of UCC lien searches in the jurisdiction financing statements 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 and that will provide notification to which a Lien may be perfected on Collateral Agent of, among other things, the Closing Date by the delivery of a stock upcoming lapse 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 may reasonably agree in its discretion) after the Closing Dateexpiration 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 reasonably satisfactory to the Administrative Agent: (i) evidence satisfactory to Collateral Agent of the compliance by Intermediate Holdings and each of its Subsidiaries 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, originals of the Credit Partiessecurities, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens instruments and (B) tax lien, judgment chattel paper and pending litigation searchesany 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 Intermediate Holdings, 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 Intermediate Holdings and each of its Subsidiaries 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) stock evidence that Intermediate Holdings and its Subsidiaries 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 Intermediate Holdings or the applicable Subsidiary, as applicable, and (ii) any intercompany notes evidencing the Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powers; and (iv) duly executed consents as are necessary caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood be made any other filing and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, 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 financing statements on file in such jurisdictions evidencing Perfection Certificate or that no Liens exist 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 and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest in the Collateral; (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged any other Liens acceptable to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing DateAgent).

Personal Property Collateral. The Administrative Agent In order to create or continue in favor of Joint First Lien Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, the Credit Parties shall have received, in form and substance reasonably satisfactory delivered to the Administrative Joint First Lien Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, Satisfactory evidence of the compliance by each Credit PartiesParty of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, copies originals of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens securities, instruments, chattel paper and (B) tax lien, judgment certificates of title and pending litigation searchesany 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 (A) the results of a recent search, by a Person reasonably satisfactory, of all effective UCC financing statements made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly authorized and, if applicable, executed by all applicable Persons for each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements disclosed in the Collateralsuch search (other than any such financing statements in respect of Permitted Liens); (iii) stock fully executed and notarized Intellectual Property Security Agreements, in proper form for filing or membership certificatesrecording in all appropriate places in all applicable jurisdictions, if any, evidencing memorializing and recording the Equity Interests pledged to encumbrance of the Administrative Agent pursuant Intellectual Property Assets listed in Schedule 4.7 to the Pledge Agreement and duly executed in blank undated stock or transfer powers; andSecurity Agreement; (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, opinions of counsel (which counsel shall be reasonably satisfactory) with respect to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in favor of Joint First Lien Collateral Agent in such Collateral and such other matters governed by the Equity Interests laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in reasonably satisfactory form and substance; (v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property which is a warehouse, distribution center or other location at which a material amount of Collateral is located, 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 set forth herein) reasonably required by Collateral Agent; and (vi) satisfactory evidence that Borrower has retained, at its sole cost and expense, a service provider for the tracking of all of UCC financing statements of Borrower and the Guarantors with respect and that will provide notification to which a Lien may be perfected on Collateral Agent of, among other things, the Closing Date by the delivery of a stock upcoming lapse 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 may reasonably agree in its discretion) after the Closing Dateexpiration thereof.

Personal Property Collateral. The In order to create in favor of Administrative Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) subject to Section 5.15, evidence reasonably satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC‑1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Administrative Agent of the submission for filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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 the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement document and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, subject to Section 5.15, (A) a Collateral Access Agreement executed by the creation or perfection landlord 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 leasehold property and by the filing of a financing statement under the UCC applicable Loan Party, and (zB) the pledge Control Agreements for all Deposit Accounts and perfection of the security interests in the Equity Interests of the Borrower Security Accounts held by a Loan Party) and the Guarantors with respect made or caused to which a Lien may be perfected on the Closing Date made any other filing and recording reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably satisfactory to the Administrative Agent: (i) Subject to Section 5.19, evidence reasonably satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC‑1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Administrative Agent of the submission for filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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, subject to Section 5.19, (A) a Collateral Access Agreement executed by the Equity Interests pledged to landlord of any leasehold property and by the Administrative Agent pursuant to the Pledge Agreement applicable Loan Party, and duly executed in blank undated stock (B) Control Agreements (or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, equivalent documentation to the extent required under any lien search applicable Foreign Security Document for accounts located outside the U.S.) for all Deposit Accounts and Security Accounts held by a Loan Party) and made or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of caused to be made 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 filing and recording reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected Third Priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) evidence reasonably satisfactory to Collateral 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, intellectual property security agreements, domain name control agreements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) a completed Perfection Certificate dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the 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); (iii) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed thatinstrument (including without limitation, (x) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b) or (t) and (y) each acknowledgement by each counterparty to each Intercompany Arrangement, including any Foreign Subsidiary party thereto, required pursuant to the extent second sentence of Section 5.19(a)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence satisfactory to the Requisite Lenders of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) (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 reasonably requested by the Requisite Lenders, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in 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) opinions of counsel (which opinions and such counsel shall be reasonably satisfactory to the Requisite Lenders) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as the Requisite Lenders may reasonably request, 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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powersRequisite Lenders; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any Intercompany Notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateRequisite Lenders.

Personal Property Collateral. The Administrative Agent In order to meet certain requirements under the Security Agreement relating to the Collateral and to create in favor of each Applicable Lender a valid, perfected First Priority security interest in such personal property Collateral the Borrower shall have received, in form and substance reasonably satisfactory delivered to the Administrative Agenteach Applicable Lender: (i) (A) searches of UCC filings certificates registered in the jurisdiction of incorporation or formation, as applicable, name of the Credit PartiesBorrower representing 32,200,000 Class B Shares in the aggregate, copies of together with undated stock powers executed by Borrower in blank and bearing “Z-level” medallion guaranty, shall have been delivered to the financing statements Securities Intermediary and credited to the Eligible Collateral Brokerage Accounts on file in or before the Closing Date (such jurisdictions evidencing that no Liens exist other than Permitted Liens each Applicable Lender’s Eligible Collateral Brokerage Account holds or has credited to it such Applicable Lender’s Pro Rata Share thereof), and (B) tax lien, judgment and pending litigation searchesall such Pledged Shares shall be Eligible Class B Shares; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest certificates registered in the Collateral;name of the Borrower representing 32,200,000 Class B Units in the aggregate, together with undated stock powers executed by Borrower in blank and bearing “Z-level” medallion guaranty, shall have been delivered to the Securities Intermediary and credited to the Eligible Collateral Brokerage Accounts on or before the Closing Date (such that each Applicable Lender’s Eligible Collateral Brokerage Account holds or has credited to it such Applicable Lender’s Pro Rata Share thereof), and all such Pledged Units shall be Eligible Class B Units; and (iii) certificates representing 50% of IDRs in the aggregate, together with undated stock or membership certificatespowers executed by Borrower in blank, if any, evidencing the Equity Interests pledged shall have been delivered to the Administrative Agent pursuant Securities Intermediary and credited to the Pledge Agreement Eligible Collateral Brokerage Accounts on or before the Closing Date (such that each Applicable Lender’s Eligible Collateral Brokerage Account holds or has credited to it such Applicable Lender’s Pro Rata Share thereof), and duly executed in blank undated stock or transfer powers; andall such Pledged IDRs shall be Eligible IDRs; (iv) duly executed consents as are necessary Evidence satisfactory to perfect each Applicable Lender of the Lenders’ security interest in compliance by the Collateral. Notwithstanding Borrower with its obligations under the foregoing, it is understood Security Agreement and agreed that, to the extent any lien search or Pledged other Collateral (as defined in the Pledge Agreement) Documents (including the creation or perfection any obligations to execute and/or deliver, as applicable, UCC financing statements, originals of securities, instruments and chattel paper and any security interest agreements governing deposit and/or securities accounts as provided 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 including each 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 may reasonably agree in its discretion) after the Closing DateAccount Control 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 in the personal property Collateral, Collateral Agent shall have received: (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, 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); (ii) A completed Perfection Certificate dated the Restatement 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 (other than any such financing statements in respect of Permitted Liens); (iii) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation landlord and the applicable Credit Party with respect to any Material Leasehold Property, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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, without limitation, their authorization of UCC financing statements and the delivery of originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) a supplemental Collateral Questionnaire dated the Restatement Closing Date, with respect to Credit Parties other than Credit Parties addressed in the Collateral Questionnaire dated the Original Closing Date, and executed by an Authorized Officer of Pipeline, 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 such Credit Party in the jurisdictions specified in the supplemental 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party, including Borrowers, shall have taken or caused to be taken any other action, executed consents and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as are necessary provided therein) and made or caused to be made any other filing and recording (other than as set forth in any applicable Credit Document) reasonably required by Collateral Agent to perfect the Lenders’ security interest interests granted to it in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing DateDocuments.

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 reasonably 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 in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC‑1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Administrative Agent of the filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements for each appropriate jurisdiction as is necessary (or equivalent filings) made with respect to perfect the Administrative Agent’s security interest any assets or property of any Loan Party in the Collateral; jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (iiiB) stock UCC termination statements (or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (ivsimilar documents) duly executed consents by all applicable Persons for filing in all applicable jurisdictions as are may be necessary to perfect the Lenders’ security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien such search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 financing statements in respect 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 may reasonably agree in its discretion) after the Closing Date.Permitted Liens); and

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: (i) evidence satisfactory to Administrative Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) 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 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) 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 jurisdiction in which any Credit Party is organized as Administrative Agent may reasonably request, 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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property where the aggregate value of Inventory exceeds $750,000 and by the applicable Credit Party, (ii) is not or cannot be provided and/or perfected on the a fully executed and notarized Access Grant and Easement Agreement, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Closing Date Mortgage Property, and (iii) 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 (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing Dateor Collateral Trustee.

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: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, 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, 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest therein) is not or cannot be provided and/or perfected on Leasehold Property and by the Closing Date applicable Credit Party (other than (xthe Landlord Personal Property Collateral Access Agreements listed on Schedule 3.1(i)) 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 (zii) the pledge any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1 (b)) and perfection of the security interests in the Equity Interests of the Borrower made or caused to be made any other filing and the Guarantors with respect to which a Lien may be perfected on the Closing Date recording (other than as set forth herein) reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) a completed UCC 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 contemplated by the UCC 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 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) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent and Syndication Agent) in such states as may be reasonably requested by Collateral Agent and Syndication 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence reasonably satisfactory to Collateral 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, intellectual property security agreements, domain name control agreements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) a completed Perfection Certificate dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the 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); (iii) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed thatinstrument (including without limitation, (x) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b) or (t) and (y) each acknowledgement by each counterparty to each Intercompany Arrangement, including any Foreign Subsidiary party thereto, required pursuant to the extent second sentence of Section 5.19(a)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in the 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, 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 amendment financing statements (or similar documents) duly authorized for filing 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) 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" (for purposes of the UCC) and the laws of other applicable jurisdictions, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect be executed and delivered any other agreement, document and instrument required by the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) Syndication Agent (including without limitation, any required (i) Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably satisfactory to the Administrative Agent: (i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents. (ii) evidence satisfactory to the Collateral Agent that it has a First Priority perfected security interest in all of the Collateral (except as otherwise contemplated by the Pledge and Security Agreement and Section 5.15 of this Agreement) subject to no Liens other than Permitted Liens. Such evidence may include, but shall not be limited to, searches of appropriate UCC records, searches of the Patent and Trademark Office, searches of appropriate foreign records and duly executed UCC or other termination statements relating to the results of such searches. (iii) A completed UCC Questionnaire dated as of 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 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 formationspecified in the UCC Questionnaire, as applicabletogether with all attachments contemplated thereby, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; UCC termination statements (iior similar documents confirming cancellation or repayment of obligations) completed duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest (or equivalent filings) disclosed in the Collateralsuch search (other than any such financing statements in respect of Permitted Liens); (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect be executed and delivered any other agreement, document and instrument (including without limitation a Consent to Assignment by the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, counterparty to the extent material contracts identified on Schedule 3.1(j), unless otherwise indicated on such Schedule 3.1(j)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 “Collateral” as defined in the Pledge and Security Agreement, Collateral Agent shall have received: (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, without limitation, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) 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, 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) 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 is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents 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 leased facility where the aggregate value of Inventory exceeds $750,000 and by the applicable Credit Party, (ii) a fully executed and notarized Access Grant and Easement Agreement in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Closing Date Mortgage Property, and (iii) 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 are necessary to perfect the Lenders’ security interest in the Collateralset forth herein) reasonably required by Collateral Agent. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction assets of organization NewPageHoldCo and Subsidiaries of the Borrower or any Guarantor, (y) NewPageHoldCo pursuant to which a lien on such pledged Collateral that Lien may be perfected solely by the filing of a financing statement under the UCC and (z) stock certificates of NewPageCo and each of its Subsidiaries that must be delivered on the pledge and perfection Closing Date), evidence of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected insurance or any guarantee is not provided on the Closing Date by the delivery after NewPageCo’s use of a stock or equivalent certificate) after the Borrower uses commercially reasonable efforts to do so so, the delivery of such Collateral, evidence of insurance 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 guarantee shall not constitute a condition precedent to the obligation of each Lender to make its initial Credit Extension on the Closing Datehereunder, but may instead shall be required to be delivered within forty-five (45) 30 days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing DateDate (subject to extension with the approval of the Collateral Agent).

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of the Term Secured Parties, a valid, perfected Second Priority security interest in the personal property consisting of ABL Priority Collateral, and a valid, perfected First Priority security interest in the personal property consisting of Term Priority Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements and originals of securities, instruments and chattel paper, together with any stock powers and endorsements related thereto); (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; (iii) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation, validity and perfection of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of (x) other than Nevada, each jurisdiction of organization of each Credit Party and (y) any other jurisdiction the laws of which provide that perfection of a security interest in Collateral located in such jurisdiction is by a means other than filing a UCC-1 financing statement with the Secretary of State (or comparable authority) of the jurisdiction of organization of the owner of such Collateral and addressed to the Agents and the Lenders and dated the Closing Date, in each case as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent:; (i) (A) searches the results of a recent search, reasonably satisfactory to the 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 jurisdictions reasonably requested by the Administrative Agent where such property is located and each jurisdiction of incorporation where any Credit Party is incorporated or formationorganized, as applicable, of the Credit Parties, together with copies of the financing statements on file in all such jurisdictions evidencing that no Liens exist other than Permitted Liens filings disclosed by such search and (B) tax lien, judgment and pending litigation searches; UCC termination statements (iior similar documents) completed duly authorized for filing by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Administrative Agent’s security interest (or equivalent filings) disclosed in the Collateral; such search (iii) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed other than any such financing statements in blank undated stock or transfer powersrespect of Permitted Liens); and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, evidence satisfactory to Collateral Agent of the compliance by each Credit PartiesParty with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, copies without limitation, their obligations to execute and deliver (a) UCC financing statements, (b) all cover sheets or other documents or instruments required to be 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 blank) representing all Capital Stock pledged pursuant to 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 and the Lenders hereunder for perfection purposes pursuant to the terms of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesIntercreditor Agreement shall constitute delivery to the Collateral Agent under this Section 3.1(f)(i); (ii) 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateralsuch search (other than any such financing statements in respect of Permitted Liens; (iii) 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 Equity Interests pledged Indebtedness permitted to the Administrative Agent be incurred pursuant to the Pledge Agreement Section 6.1(b)) and duly executed in blank undated stock made or transfer powerscaused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent; and (iv) duly executed consents execution and delivery to Collateral Agent of Foreign Pledge Agreements with respect to 65% (or 100%, if no material adverse tax consequences will be caused as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreementa result thereof) (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 Capital Stock owned by Company, a Domestic Subsidiary of Company, or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing Guarantor Foreign Subsidiary 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 all Foreign Subsidiaries with respect to which Collateral Agent deems a Lien may be perfected Foreign Pledge Agreement necessary or advisable to perfect or otherwise protect the Second Priority Liens granted to Collateral Agent on the Closing Date by the delivery behalf 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 Lenders in such pledged Capital Stock, and the taking of all such other actions under the laws of the jurisdictions as 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 may reasonably agree in its discretion) after the Closing Datedeem necessary or advisable to perfect or 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 Second Priority security interest in the personal property Collateral, Collateral Agent shall have received: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, 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, 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest therein) is not or cannot be provided and/or perfected on Leasehold Property and by the Closing Date applicable Credit Party (other than (xthe Landlord Personal Property Collateral Access Agreements listed on Schedule 3.1(i)) 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 (zii) the pledge any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and perfection of the security interests in the Equity Interests of the Borrower made or caused to be made any other filing and the Guarantors with respect to which a Lien may be perfected on the Closing Date recording (other than as set forth herein) reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 reasonably 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 in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Administrative Agent of the filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements for each appropriate jurisdiction as is necessary (or equivalent filings) made with respect to perfect the Administrative Agent’s security interest any assets or property of any Loan Party in the Collateral; jurisdictions specified in the Perfection Certificate, together with copies of all such filings disclosed by such search, and (iiiB) stock UCC termination statements (or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (ivsimilar documents) duly executed consents by all applicable Persons for filing in all applicable jurisdictions as are may be necessary to perfect the Lenders’ security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien such search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 financing statements in respect 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 may reasonably agree in its discretion) after the Closing Date.Permitted Liens); and

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 “Collateral” as defined in the Pledge and Security Agreement, Collateral Agent shall have received: (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, without limitation, originals of securities, instruments and chattel paper and any agreements governing deposit and /or securities accounts as provided therein); (ii) 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, 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) 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 is organized as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property leased facility where the aggregate value of Inventory exceeds $750,000 and by the applicable Credit Party, (ii) is not or cannot be provided and/or perfected on the a fully executed and notarized Access Grant and Easement Agreement in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Closing Date Mortgage Property, 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 (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence reasonably satisfactory to Collateral 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, intellectual property security agreements, domain name control agreements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) a completed Perfection Certificate dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person reasonably satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the 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); (iii) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed thatinstrument (including without limitation, (x) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b) or (t) and (y) each acknowledgement by each counterparty to each Intercompany Arrangement, including any Foreign Subsidiary party thereto, required pursuant to the extent second sentence of Section 5.19(a)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 in the personal property Collateral, Collateral Trustee shall have received: (i) evidence satisfactory to Collateral Trustee of the compliance by each Credit Party with its obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, deliver originals of certificated securities, instruments and chattel paper, and execute and deliver control agreements with respect to 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, 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 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 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) 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 jurisdiction in which any Credit Party or any personal property Collateral is located as Administrative Agent may reasonably request, 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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument and made or caused to the extent be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence reasonably 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 (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in the 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, 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 amendment financing statements (or similar documents) duly authorized for filing 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) 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 addressed to the Agents and the Lenders and dated as of the Closing Date (for the purposes of the UCC) and the laws of other applicable jurisdictions, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance reasonably satisfactory to the Administrative AgentLender: (ia) a complete list of Intellectual Property (A15 BUSINESS DAYS FROM THE DATED DATE HEREOF) and searches of UCC filings ownership of such Intellectual Property in the jurisdiction of incorporation or formation, appropriate governmental offices as applicable, of soon as practicable after the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesdate hereof and; (iib) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary necessary, in the Lender's reasonable discretion, to perfect the Administrative Agent’s Lender's security interest in the CollateralIntellectual Property and such patent/trademark/copyright filings in the appropriate governmental offices as requested by the Lender in order to perfect the Lender's security interest in such Intellectual Property (45 DAYS FROM THE DATED DATE HEREOF OR, IF EARLIER, 7 BUSINESS DAYS FROM THE DATE SUCH FINANCING STATEMENTS AND FILINGS ARE RECEIVED BY THE BORROWER); (iiic) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) such duly executed consents as are necessary necessary, in the Lender's sole discretion, to perfect the Lenders’ Lender's security interest in the Collateral. Notwithstanding material Intellectual Property, as may be obtained by the foregoingBorrower using its best efforts (60 DAYS FROM THE DATED DATE HEREOF); (d) an executed pledge agreement providing for the pledge by Indesco International, it is understood Inc. of the capital stock of its domestic subsidiaries in form and agreed that, substance satisfactory to the extent any lien search or Pledged Collateral Lender, together with stock certificates, stock powers, UCC financing statements and such other documents (all in form and substance acceptable to the Lender in its reasonable sole discretion) as defined the Lender shall reasonably request in order to grant to the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or Lender a 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 and 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 all such pledged Collateral shall not constitute a condition precedent to the obligation of each Lender to make its initial Credit Extension on the Closing Datestock (30 DAYS FROM THE DATED DATE HEREOF OR, but may instead be delivered within forty-five (45) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing DateIF EARLIER, 7 BUSINESS DAYS FROM THE DATE ON WHICH THE PLEDGE AGREEMENT IS RECEIVED BY THE BORROWER).

Personal Property Collateral. The Administrative Agent Lenders 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 the chief executive office of each Credit Party and, if requested, each jurisdiction where any Collateral is located or formation, as applicable, of where a filing would need to be made in order to perfect the Credit PartiesLenders' security interest in the Collateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain field offices), copies of the financing statements on file in such jurisdictions evidencing and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesLiens; (ii) completed duly authorized UCC financing statements for each appropriate jurisdiction as is necessary necessary, in the Lenders' reasonable discretion, to perfect the Administrative Collateral Agent’s '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 Lenders in order to perfect the Collateral Agent's security interest in the Collateral; (iv) copies of all stock or membership certificates, if any, certificates evidencing the Equity Interests Capital Stock pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement and Agreement, together with copies of the duly executed in blank blank, undated stock or powers and other instruments of transfer powersattached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Lenders in their reasonable discretion under the law of the jurisdiction of incorporation of such Person), provided that the originals of such promissory notes, stock certificates, stock powers and other instruments of transfer shall have been delivered to the Working Capital Lender and held by it as bailee for the Lenders, subject to the terms of Intercreditor Agreement; (v) such patent/trademark/copyright filings as requested by the Lenders in order to perfect the Collateral Agent's security interest in the Collateral; and (ivvi) duly executed consents as are necessary necessary, in the Lenders' sole discretion, to perfect the Lenders’ Collateral Agent's security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing Date.

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 ("UCC") filings in the jurisdiction of incorporation the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or formation, as applicable, of where a filing would need to be made in order to perfect the Credit PartiesAgent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions evidencing and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searchesLiens; (ii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary necessary, in the Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral; (iv) confirmation in form and substance satisfactory to the Agent that all stock or membership certificates, if any, certificates evidencing the Equity Interests Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement and Agreements, together with duly executed in blank undated stock or transfer powers; andpowers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), have been delivered to the Senior Collateral Trustee and will be held by the Senior Collateral Trustee, as agent, for purposes of perfecting the Agent's security interest therein; (ivv) confirmation in form and substance satisfactory to the Agent that 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 have been delivered to the Senior Collateral Trustee and will be held by the Senior Collateral Trustee, as agent, for purposes of perfecting the Agent's security interest therein; (vi) duly executed consents as are necessary necessary, in the Agent's sole discretion, to perfect the Lenders’ Agent's security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral ; and (as defined vii) in the Pledge Agreement) (including the creation or perfection case of any security interest therein) is not or cannot be provided and/or perfected on personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien landlords on such pledged Collateral that real property as may be perfected solely required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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 receivedreceived (except as otherwise contemplated by Section 5.14(b)): (i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, 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, 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 UCC 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, instrument (including without limitation a Landlord Personal Property Collateral Access Agreement (to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 available on the Closing Date, but may instead ) executed by the landlord of any Leasehold Property and by the applicable Credit Party) and made or caused to be delivered within forty-five made any other filing and recording (45other than as set forth herein) days (or such longer period as the Administrative Agent may reasonably agree in its discretion) after the Closing Daterequired 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: (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, without limitation, their obligations to authorize the filing of UCC financing statements and to execute and/or deliver originals of securities, instruments and chattel paper (together with any required instruments of transfer) and any agreements granting "control" 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 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 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) 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 jurisdiction 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 the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party) is not and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: (i) subject to Section 5.14, evidence reasonably satisfactory to Administrative Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of Capital Stock (including stock certificates, if any, representing pledged Capital Stock along with appropriate endorsements), instruments and chattel paper, and any agreements governing deposit and/or securities accounts as provided therein), together with (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the appropriate financing statements on file Form UCC-1 in form for filing in such jurisdictions evidencing that no Liens exist office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by each Pledge and Security Agreement and each other than Permitted Liens Collateral Document and (B) tax lien, judgment and pending litigation searchesevidence satisfactory to Administrative Agent of the submission for filing of such UCC-1 financing statements; (ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person 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 each appropriate jurisdiction filing in all applicable jurisdictions as is may be necessary to perfect the Administrative Agent’s security interest terminate any effective UCC financing statements (or equivalent filings) disclosed in the Collateral;such search (other than any such financing statements in respect of Permitted Liens); and (iii) 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 the Equity Interests pledged document and instrument and made or caused to the be made any other filing and recording reasonably required by Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, 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, 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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed thatinstrument (including, without limitation, any FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION intercompany notes evidencing Indebtedness permitted to the extent be incurred pursuant to Section 6.1(b)) and made or caused to be made any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence satisfactory to Collateral Trustee of: (a) 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 financing statements and recordations with the United States Patent and Trademark Office and the United States Copyright Office; (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 the 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) 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 favor of Collateral Trustee in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party is located, 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 the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly executed consents as are necessary to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoing, it is understood and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) (including the creation or perfection of any security interest therein) is not or cannot be provided and/or perfected on the Closing Date (other than (x) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged Collateral that may be perfected solely by the filing of a financing statement under the UCC and (z) the pledge and perfection of the security interests in the Equity Interests of the Borrower and the Guarantors with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate) 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 may reasonably agree in its discretion) after the Closing DateTrustee.

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: (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 (including their obligations to execute and deliver UCC financing statements, originals of all Pledged Notes (as such term is defined in the Pledge and Security Agreement) accompanied by instruments of transfer undated and endorsed in blank, originals of all certificates or instruments representing or evidencing the Pledged Stock (as such term is defined in the Pledge and Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank, and all other certificates, agreements, including control agreements, or instruments necessary to perfect Collateral Agent's security interest in all Instruments, all Deposit Accounts and all Investment Property of each Credit Party (as each such term is defined in the Pledge and Security Agreement and, in each case, to the extent required by the Pledge and Security Agreement)); (ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of Company, on behalf of each Credit Party, together with (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 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) 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, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation landlord of each Leasehold Property listed on Schedule 3.1(j) 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 perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

Personal Property Collateral. The Administrative In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected security interest in the personal property Collateral, the Collateral Agent shall have received: (i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party of their obligations under the Security Agreements and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, PPSA financing statements (or equivalent filings), other securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) (A) the originals of certificates representing the shares of Capital Stock pledged pursuant to the Security Agreements and the other Collateral Documents, together with an original of an undated stock power for each such certificate executed in blank by a duly Authorized Officer of the pledgor thereof (if and to the extent permitted by the applicable Requirements of Law and subject to the provisions of the relevant Collateral Document), and (B) originals of each promissory note (if any) pledged to the Collateral Agent pursuant to the Security Agreements and the other Collateral Documents endorsed in blank (or, if and to the extent permitted by the applicable law and subject to the provisions of the relevant Collateral Document, accompanied by an executed transfer form in blank) by the pledgor thereof; (iii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of the Lead Borrower, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to the Collateral Agent, of all effective UCC and PPSA financing statements (or equivalent filings) made with respect to any personal, real 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 and PPSA 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 and PPSA financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iv) 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 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 the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (ivv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document, notice and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including the creation without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or perfection of caused to be made any security interest therein) is not or cannot be provided and/or perfected on the Closing Date other filing and recording (other than (xas set forth herein) 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 reasonably required 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (i) evidence reasonably satisfactory to Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security CREDIT AND GUARANTY AGREEMENT EXECUTION Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in the 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, 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 amendment financing statements (or similar documents) duly authorized for filing 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) 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 addressed to the Agents and the Lenders and dated as of the Closing Date (for the purposes of the UCC) and the laws of other applicable jurisdictions, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.

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: (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 (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements perfecting the security interest in 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, 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 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) 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 and the laws of any other applicable jurisdictions addressed to the Agents and the Lenders and dated as of the Closing Date, in each case as Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of the Credit Parties, copies of the financing statements on file in such jurisdictions evidencing that no Liens exist other than Permitted Liens and (B) tax lien, judgment and pending litigation searches; (ii) completed UCC financing statements for each appropriate jurisdiction as is necessary 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 duly executed in blank undated stock or transfer powers; and (iv) duly evidence that each Credit Party shall have taken or caused to be taken any other action, executed consents as are necessary and delivered or caused to perfect the Lenders’ security interest in the Collateral. Notwithstanding the foregoingbe executed and delivered any other agreement, it is understood document and agreed that, to the extent any lien search or Pledged Collateral (as defined in the Pledge Agreement) instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the creation or perfection landlord of any security interest thereinLeasehold Property and by the applicable Credit Party and (ii) is not any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or cannot caused to be provided and/or perfected on the Closing Date made any other filing and recording (other than (xas set forth herein) UCC lien searches in the jurisdiction of organization of the Borrower or any Guarantor, (y) a lien on such pledged reasonably required by 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 may reasonably agree in its discretion) after the Closing DateAgent.