Common use of Security Agreements Clause in Contracts

Security Agreements. On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as may be amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered (or caused to be delivered) to the followingCollateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments the Security Agreement have been taken; provided, that the requirements of transfer and stock powers undated and endorsed this clause (ii) shall not apply to any certificated securities that were previously delivered to JPMorgan Chase Bank, N.A. in blank; andits capacity as collateral agent under the Existing Term Loan Credit Agreement; (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05Liens), ; and (yiv) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirean executed Perfection Certificate.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as may be amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered to the followingCollateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments of transfer and stock powers undated and endorsed in blank; andthe Security Agreement have been taken; (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or Liens; and (iv) an executed Perfection Certificate; provided that to the extent any Collateral is not able to be provided and/or perfected on the Closing Date after the use by Holdings, the Borrower and the Subsidiary Guarantors of commercially reasonable efforts without undue burden or expense, the provisions of this Section 6.09 shall be deemed to have been satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by filing a UCC financing statements will be terminated as contemplated by Section 6.05), statement or possession of certificated securities of Wholly-Owned Domestic Subsidiaries (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested to the extent required by the Administrative Agent and (zSecurity Agreement) reports as that have been received from the Seller after the use by the Credit Parties of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirecommercially reasonable efforts.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly authorized, executed and delivered by the Security Agreement substantially Borrower and each Material Subsidiary, together with: (a) certificates (in the form case of Exhibit E Capital Securities that are securities (as amended, modified, restated and/or supplemented from time to time, defined in the “Security Agreement”UCC)) covering evidencing (i) all of Holdings’ the issued and outstanding Capital Securities owned by the Borrower or any Guarantor in the Borrower and the Borrower’s present and future Collateral referred to therein Subsidiaries (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”other than any Excluded Foreign Subsidiary) and (yii) 65% of the issued and outstanding voting Capital Securities and 100% of the issued and outstanding non-voting Capital Securities owned by the Borrower and Holdings shall have duly authorizedor any Guarantor in any Excluded Foreign Subsidiary, executed and delivered the Perfection Certificate and shall have delivered the following: which certificates in each case described in clauses (i) proper financing statements and (Form UCC-1 or the equivalentii) authorized for filing under the UCC or other appropriate filing offices shall be accompanied by undated instruments of each jurisdiction andtransfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the BorrowerUCC), filings confirmation and evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the United States Patent UCC and Trademark Office all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and United States Copyright Officeeach Material Subsidiary as a debtor and the Lender as the secured party, in each case, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be reasonably necessary or or, in the opinion of the Lender, desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary or (ii) all stock certificates securing any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or Instruments any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiie) certified copiesevidence that all deposit accounts, each lockboxes, disbursement accounts, investment accounts or other similar accounts of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that each Material Subsidiary are filed in the jurisdictions referred to in clause Controlled Accounts (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05than Excluded Accounts), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E F (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdingseach Credit Parties’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings each Credit Party shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, and filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank shall have been delivered pursuant to the terms of the Existing Term Loan Credit Agreement and the related security agreement, and the collateral agent under such security agreement shall hold such stock certificates, Instruments, instruments of transfer and stock powers as bailee for the Guaranteed Creditors hereunder; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower each Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower any Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Collateral Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower each Credit Party in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any Guarantor as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any Guarantor as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower or any Guarantor in each jurisdiction as the Administrative Agent may reasonably require.

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G (as may be amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered (or caused to be delivered) to the following: Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; Agreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments the Security Agreement have been taken; provided, that the requirements of transfer and stock powers undated and endorsed this clause (ii) shall not apply to any certificated securities that were previously delivered to JPMorgan Chase Bank, N.A. in blankits capacity as collateral agent under the Existing Term Loan Credit Agreement; and (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05Liens), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent ; and (ziv) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirean executed Perfection Certificate.

Security Agreements. On the Closing Date, (x) Holdings and the The Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, an amended and restated and/or supplemented from time to time, the “Borrower Security Agreement”) covering all of Holdings’ , in form and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference substance satisfactory to the Perfection Certificate) (the “Security Agreement Collateral”) Administrative Agent, and (yii) Borrower and Holdings each Subsidiary Guarantor shall have duly authorized, executed and delivered an amended and restated Subsidiary Security Agreement, in form and substance satisfactory to the Perfection Certificate and shall have delivered the followingAdministrative Agent, in each case together with: (i) proper financing statements (Form UCC-1 or the equivalentsuch other financial statements or similar notices as shall be required by local law) authorized and financing statement amendments fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction andas may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect or continue the perfection of the security interests purported to be created by the such Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreements; (ii) all stock certificates certified copies of Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1)Copies, or equivalent reports as of a recent datereports, listing all effective financing statements or similar notices that name Holdings Borrower or the Borrower its Subsidiaries (by its actual name or any trade name, fictitious name or similar name), or any division or other operating unit thereof, as debtor and that are filed in the jurisdictions referred to in clause (i) aboveany relevant jurisdiction, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by for which the Administrative Agent shall have received termination statements (or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and (z) reports as of a recent date listing all effective tax and judgment liens filings of, or with respect to, such Security Agreement and all other actions as may be necessary or, in the opinion of the Administrative Agent, desirable to Holdings perfect or continue the perfection of the security interests intended to be created by such Security Agreement; (iv) an executed Landlord Consent from each lessor of any leased facility of the Borrower in each jurisdiction or any Subsidiary at which any Collateral may be located as the Administrative Agent may reasonably require.request (provided that to the extent any such Landlord Consent has not been delivered on the Amendment/Restatement Effective Date, the Borrower shall use its reasonable best efforts to cause such Landlord Consents to be executed and delivered within sixty (60) days following the Amendment/Restatement Effective Date); (v) a duly authorized, executed and delivered updated Perfection Certificate properly completed by each Credit Party, in form and substance satisfactory to the Administrative Agent; and (vi) evidence that all other actions necessary, or in the reasonable opinion of the Administrative Agent, desirable to perfect or continue the perfection of the security interests purported to be taken by the Security Agreements have been taken;

Security Agreements. On the Closing Date, (x) Holdings and the Borrower each Credit Party shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, amended and restated, modified, restated and/or supplemented supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrowersuch Credit Party’s present and future Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered to the followingCollateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates or Instruments (as defined in of the Security Agreement)Pledged Collateral, if any, representing or evidencing referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) accompanied the security interests in Pledged Collateral purported to be created by instruments of transfer and stock powers undated and endorsed in blank; andthe Security Agreement have been taken; (iii) certified copies, each copies of a recent date, date of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or Liens); and (iv) an executed Perfection Certificate; provided that to the extent any Collateral is not able to be provided and/or perfected on the Closing Date after the use by Holdings, the Borrower and the Subsidiary Guarantors of commercially reasonable efforts without undue burden or expense, the provisions of this Section 6.06 shall be deemed to have been satisfied and the Credit Parties shall be required to provide such financing statements will Collateral in accordance with the provisions set forth in Section 9.11 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection can be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested accomplished by the Administrative Agent and (z) reports as filing of a recent date listing all effective tax and judgment liens with respect UCC financing statement or possession of certificated securities of Wholly-Owned Domestic Subsidiaries (to Holdings or the Borrower in each jurisdiction as extent required by the Administrative Agent may reasonably requireSecurity Agreement) that have been received from the Acquired Business after the use by the Credit Parties of commercially reasonable efforts.

Security Agreements. On The Administrative Agent shall have received executed counterparts of each Security Agreement, each dated as of the Closing Effective Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form by an Authorized Officer of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ each Borrower and the Borrower’s present and future Collateral referred to therein (includingeach Significant Subsidiary, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: together with (i) proper executed UCC financing statements (Form UCC-1 UCC-1) naming such Obligor as the debtor and the Administrative Agent as the secured party, or the equivalent) authorized other similar instruments or documents, suitable for filing under the UCC or other appropriate filing offices of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interest of the Administrative Agent in the interests purported of such Obligor in the collateral pledged pursuant to be created by the applicable Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (provided that perfection of security interests in motor vehicles shall not be required), (ii) all stock certificates or Instruments executed copies of proper UCC termination statements (as defined in the Security AgreementForm UCC-3), if any, representing or evidencing necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 7.2.3) in any collateral described in the applicable Security Agreement Collateral previously granted by any Person, together with such other UCC termination statements (to Form UCC-3) as the extent required by the Security Agreement) accompanied by instruments of transfer Administrative Agent may reasonably request from such Obligor; and stock powers undated and endorsed in blank; and (iii) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the date hereof, listing all effective financing statements that which name Holdings or such Obligor (under its present names and any previous names) as the Borrower as debtor and that which are filed in the jurisdictions referred in which filings are to in be made pursuant to clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirestatements.

Security Agreements. On the Closing Restatement Effective Date, (xi) Holdings and the Borrower shall have duly authorized, executed and delivered an amended and restated Security Agreement substantially in the form of Exhibit G-1, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (each, as modified, supplemented or amended from time to time, the "Borrower Security Agreement") covering all of the Borrower's respective present and future Security Agreement Collateral and (ii) Xtra and each Subsidiary Guarantor shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E G-2, together with such changes (or with such other documents) as amendedmay be requested by the Collateral Agent in connection with local law (each, as modified, restated and/or supplemented or amended from time to time, the “"Subsidiary Security Agreement”") covering all of Holdings’ and the Borrower’s each Subsidiary's respective present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether in each case with: (iA) proper financing statements executed copies of Financing Statements (Form Forms UCC-1 or the equivalentUCC-3) authorized or appropriate local equivalent in appropriate form for filing under the UCC or other appropriate filing offices local equivalent of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect or maintain the security interests purported to be created by the Security Agreement Agreements and as set forth on Schedule 6 to capable of being perfected by the Perfection Certificatefiling of such Financing Statements or appropriate local equivalent; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iiiB) certified copies, each copies of a recent date, of (x) requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name Holdings or PXI, the Borrower or, Xtra as debtor and that are filed in the jurisdictions referred to in clause (i) aboveA), together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender there-under have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreements as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the extent such financing statements will security interests intended to be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested created by the Administrative Agent Security Agreements; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and (z) reports as of a recent date listing all effective tax and judgment liens with respect protect the security interests purported to Holdings or be created by the Borrower in each jurisdiction as the Administrative Agent may reasonably requireSecurity Agreements have been taken.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Closing Date, (x) Holdings Borrower Security Agreement and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Subsidiary Security Agreement”) covering all , each dated as of Holdings’ and the Borrower’s present and future Collateral referred to therein (includingdate hereof, as applicableduly executed by the applicable Obligor, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:together with (ia) proper executed copies of Uniform Commercial Code financing statements (Form UCC-1 UCC-1), naming the applicable Obligor as a debtor and the Administrative Agent as the secured party, or the equivalent) authorized for filing other similar instruments or documents, to be filed under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the applicable Security Agreement; (b) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in such Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;previously granted by any Person, and (ii) all stock certificates or Instruments (securing any of the Indebtedness identified in ITEM 7.2.2(b) of the Disclosure Schedule, together with such other Uniform Commercial Code Form UCC-3 termination statements as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent may reasonably request from such Obligors; and (iiic) certified copies, each copies of a recent date, of (x) requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the date of a recent datethe initial Credit Extension, listing all effective financing statements that which name Holdings or any Obligor (under its present name and any previous names) as the Borrower as debtor and that which are filed in the jurisdictions referred in which filings were made pursuant to in clause CLAUSE (ia) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05collateral described in any Security Agreement), . (yd) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect its counsel shall be satisfied that the Lien granted to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requireAgent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent) security interest; and no Lien exists on any of the collateral described above other than (i) the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document or (ii) the Liens permitted pursuant to SECTION 7.2.3.

Security Agreements. On The Administrative Agent shall have ------------------- received executed counterparts of each Security Agreement, each dated as of the Closing Effective Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form by an Authorized Officer of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ each Borrower and the Borrower’s present and future Collateral referred to therein (includingeach Significant Subsidiary, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: together with (i) proper executed UCC financing statements (Form UCC-1 UCC-1) naming such Obligor as the debtor and the Administrative Agent as the secured party, or the equivalent) authorized other similar instruments or documents, suitable for filing under the UCC or other appropriate filing offices of each jurisdiction andall jurisdictions as may be necessary or, in the case opinion of the BorrowerAdministrative Agent, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interest of the Administrative Agent in the interests purported of such Obligor in the collateral pledged pursuant to be created by the applicable Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (provided that perfection of security interests -------- in motor vehicles shall not be required), (ii) all stock certificates or Instruments executed copies of proper UCC termination statements (as defined in the Security AgreementForm UCC-3), if any, representing or evidencing necessary to release all Liens and other rights of any Person (other than Liens permitted under Section 7.2.3) in any collateral described in the applicable Security Agreement Collateral previously granted by any Person, together with such other UCC termination statements (to Form UCC-3) as the extent required by the Security Agreement) accompanied by instruments of transfer Administrative Agent may reasonably request from such Obligor; and stock powers undated and endorsed in blank; and (iii) certified copies, each copies of a recent date, of (x) requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the date hereof, listing all effective financing statements that which name Holdings or such Obligor (under its present names and any previous names) as the Borrower as debtor and that which are filed in the jurisdictions referred in which filings are to in be made pursuant to clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent ---------- such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably requirestatements.

Security Agreements. On the Closing Initial Borrowing Date, (x) Holdings each of Parent, ▇▇▇▇▇▇▇ Graphic and the Borrower each Guarantor Parent shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E H (as amended, modified, restated and/or supplemented from time to time, the “a "Security Agreement”" and collectively, the "Security Agreements") covering all of Holdings’ and the Borrower’s such Person's present and future Security Agreement Collateral referred to therein (includingtherein, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the followingtogether with: (i) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized fully executed (where required) for filing under the UCC or in other appropriate filing offices of each jurisdiction andas may be necessary or, in the case reasonable opinion of the BorrowerLender, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection CertificateAgreement; (ii) all stock certificates certified copies of Requests for Information or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings any Credit Party or the Borrower any of its Subsidiaries as debtor (none of which shall cover any of the Collateral Collateral, except to the extent evidencing Permitted Liens or in respect of which the Lender shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Lender, desirable to perfect the extent such financing statements will security interests intended to be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested created by the Administrative Agent Security Agreement; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to create, maintain, effect, perfect, preserve, maintain and (z) reports as of a recent date listing all effective tax protect the security interests purported to be created by the Security Agreement have been taken; and judgment liens with respect to Holdings or the Borrower Security Agreement and such other documents shall be in each jurisdiction as the Administrative Agent may reasonably requirefull force and effect.