Common use of Perfection and Priority of Liens Clause in Contracts

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and (iv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan Parties

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) all certificates evidencing any certificated Capital Stock pledged UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Administrative Agent pursuant to Agent’s security interest in the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)Collateral; (iii) searches of ownership of, and Liens on, intellectual property of the Intellectual Property owned by each Loan Note Party in the appropriate governmental offices; andoffices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed notices of grant of security interest in the form required by the IP Security Agreement Agreements as are necessary, in the Administrative Agent’s sole Required Purchasers’ reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Note Parties; (v) all certificates evidencing any certificated Equity Interests pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto; and (vi) perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed on the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge Agreement or the Parent Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiv) searches of ownership of, and Liens ▇▇▇▇▇ on, intellectual property the IP Rights of each Loan Party in the appropriate governmental offices; andoffices in Canada and the United States; (ivvi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property IP Rights of the Loan Parties; (vii) [reserved]; (viii) [reserved]; and (ix) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings (or similar filings) in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements (or similar documents) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers or share transfer forms attached thereto and, in connection with the pledge of 66% of the Equity Interests of Concorda Insurance Company Limited, duly executed, undated director resignation letters for all directors (unless, together with respect to the pledged Capital Stock of any Foreign Subsidiary, authorizations signed by each such stock powers are deemed unnecessary by director authorizing the Administrative Agent to date and deliver such resignation letters in its reasonable discretion under the law an Event of the jurisdiction of incorporation of Default) and an irrevocable proxy relating to all such Person)Equity Interests; (iiiiv) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and (ivv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan Parties.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) all certificates evidencing any certificated Capital Stock pledged UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Administrative Agent pursuant to Agent’s security interest in the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)Collateral; (iii) searches of ownership of, and Liens on, intellectual property of the Intellectual Property owned by each Loan Note Party in the appropriate governmental offices; andoffices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed notices of grant of security interest in the form required by the IP Security Agreement Agreements as are necessary, in the Administrative Agent’s sole Required Purchasers’ reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Note Parties; (v) all certificates evidencing any certificated Equity Interests pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto; and (vi) perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed on the Closing Date. ​ ​ ​

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following, each of which shall be in form and substance satisfactory to the Administrative Agent and the Lenders: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and jurisdictions, evidence that no Liens exist other than Permitted Liens; (ii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed UCC financing statements suitable in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the form for each appropriate jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and (iv) duly executed notices of grant of security interest in the form required by the Security Agreement as are is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property Collateral; (iii) searches of ownership of, and Liens on, the Company Intellectual Property of each Loan Party in the appropriate governmental offices; (iv) duly executed IP Security Agreements as are necessary or, in the opinion of the Required Lenders, desirable to perfect the Administrative Agent’s security interest in the Company Intellectual Property of the Loan Parties; (v) subject to Section 7.21, all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto; (vi) subject to Section 7.21, Collateral Access Agreements from each landlord of a Loan Party and each other Person (A) at the location of the chief executive office or headquarters of each such Loan Party or (B) that has possession of any books and records of a Loan Party or more than $[***] of other Collateral; (vii) evidence that all Deposit Accounts of the Loan Parties (other than Excluded Accounts) are subject to Deposit Account Control Agreements; and (viii) perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed on the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens (or Liens to be terminated on the Closing Date in connection with the transactions contemplated hereby); (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) subject to Section 7.22, all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens on, intellectual property the Intellectual Property of each Loan Party in the appropriate governmental offices; and (ivv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Parties. (vi) subject to Section 7.22, duly executed Account Control Agreements.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge Agreement or the Parent Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiv) searches of ownership of, and Liens ▇▇▇▇▇ on, intellectual property the IP Rights of each Loan Party in the appropriate governmental offices; andoffices in Canada and the United States; (ivvi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable ​ discretion, to perfect the Administrative Agent’s security interest in the intellectual property IP Rights of the Loan Parties; (vii) [reserved]; (viii) [reserved]; and (ix) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Collateral Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens on, intellectual property the IP Rights of each Loan Note Party in the appropriate United States governmental offices; and; (ivv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the intellectual property IP Rights of the Loan Note Parties. (vi) [Reserved]; (vii) [Reserved] (viii) The Norwegian Security Documents shall have been duly executed, and all notices, acknowledgements and registration forms required for the perfection of the security interest thereunder shall have been duly executed and delivered to the Collateral Agent for filing on or immediately following the Closing Date; and (ix) Such documents or evidence as are required to be delivered on the execution of the English Debenture pursuant to the English Debenture, including all documents required to be delivered pursuant to clause 8.1 (Deposit of title documents).

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings, PPSA filings or Bank Act (Canada) filings (or the equivalent) in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) PPSA financing statements filed under the PPSA for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the U.S. Pledge Agreement or the Parent Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiv) searches of ownership of, and Liens ▇▇▇▇▇ on, intellectual property the IP Rights of each Loan Party in the appropriate governmental offices; andoffices in Canada and the United States; (ivvi) duly executed notices of grant of security interest in the form required by the Security Agreement Collateral Documents as are necessary, in the Administrative Agent’s sole reasonable ​ ​ discretion, to perfect the Administrative Agent’s security interest in the intellectual property IP Rights of the Loan Parties; (vii) [reserved]; (viii) [reserved]; and (ix) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings filings, tax and judgment liens in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements or other liens on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and Liens to be released substantially concurrently with the consummation of the Transaction; (ii) except to the extent delivered to the Term Loan Administrative Agent pursuant to the Term Loan Documents and the Intercreditor Agreement, all certificates evidencing any certificated Capital Stock constituting “securities” under Article 8 of the Uniform Commercial Code pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Collateral Agent in its reasonable discretion under the law of the jurisdiction of incorporation organization of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party (to the extent requested by the Administrative Agent or Collateral Agent) in the appropriate governmental offices; and; (iv) duly executed notices of grant of security interest in the form required by the each Security Agreement as are necessary, in the Administrative Collateral Agent’s sole reasonable discretion, to perfect the Administrative Collateral Agent’s security interest in the intellectual property of the Loan Parties; and (v) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created or purported to be created by the Collateral Documents.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:: ​ (i) searches of Uniform Commercial Code filings or equivalent foreign filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens (or Liens to be terminated on the Closing Date in connection with the transactions contemplated hereby); (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iii) subject to Section 7.21, all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens ▇▇▇▇▇ on, intellectual property the Intellectual Property of each Loan Party in the appropriate governmental offices; and (ivv) duly ▇▇▇▇ executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property Intellectual Property of the Loan Parties.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and and, where applicable, evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Collateral Agent’s security interest in the Collateral; (iii) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Collateral Agent pursuant to the U.S. Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)thereto; (iiiiv) searches of ownership of, and Liens on, intellectual property the IP Rights of each Loan Note Party in the appropriate governmental offices; and; (ivv) duly executed notices of grant of security interest in the form required by the U.S. Security Agreement as are necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the intellectual property IP Rights of the Loan Note Parties; (vi) in the case of any personal property Collateral located at a premises leased by a Note Party in the U.S., such U.S. Collateral Access Agreements as may be reasonably required by the Collateral Agent; (vii) [reserved]; and (viii) perfection actions, including, without limitation, searches, certificates, notices and any other items required pursuant to or reasonably requested in connection with the Dutch Security Documents to be executed on the Closing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent Purchasers of the following, subject to Section 7.20: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Note Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens or Liens for which adequate arrangements have been made for the release thereof; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Required Purchasers’ sole discretion, to perfect the Agent’s security interest in the Collateral; (iii) searches of ownership of, and ▇▇▇▇▇ on, the Intellectual Property owned by each Note Party in the appropriate governmental offices (including the United States Patent and Trademark Office and United States Copyright Office); (iv) duly executed IP Security Agreements as are necessary, in the Required Purchasers’ reasonable discretion, to perfect the Agent’s security interest in the Intellectual Property of the Note Parties; (v) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank and undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental officesthereto; and (ivvi) duly perfection actions, including, without limitation, searches, certifications, notices and any other items required pursuant to or reasonably requested in connection with the Collateral Documents to be executed notices of grant of security interest in on the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan PartiesClosing Date.

Perfection and Priority of Liens. Receipt by the Administrative Agent of the following: (i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party, the jurisdiction of the chief executive office of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iii) searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices; and; (iv) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan Parties; and (v) in the case of any personal property Collateral located at a premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.