Common use of Perfection of Security Interests; Search Reports Clause in Contracts

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent Bank shall have received: (i) a Perfection Certificate from each Facility Party, such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii1) appropriate financing statements Financing Statements (Form UCC-1 UCC-l or such other financing statements or similar notices as shall be required by local law) fully executed appropriately completed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the AgentBank, to perfect the security interests intended Liens purported to be created by the Collateral Loan Documents; (iii2) all appropriate filings for the perfection of the Marks Company Interests issued or Lien on intellectual property purported to be issued to created by the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the AgentLoan Documents; (iv3) all the Deed of Trust fully executed for filing under the membership interests applicable local laws of each jurisdiction in which the Borrower issued or Deed of Trust is required to be issued filed by the Bank to TILC on or prior perfect the Liens purported to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agentcreated thereby; (v4) Certificates of satisfaction or other appropriate release documents sufficient to terminate the Liens in favor of Wachovia Bank, National Association (formerly known as First Union National Bank), and any other lienholder on the Winchester Property and to terminate the Liens in favor of all lienholders on the Borrower's property located in Lyon County, Nevada (other than the Lien held by Bank of America, N.A.) and written authority to file the same; and (5) copies of reports from CT Corporation Service System Xxxxxxxx-Xxxx Financial Services or other independent search service reasonably satisfactory to the Agent Bank listing all effective financing statements that name the Borrower or any other Facility Party, as such of its Subsidiaries (under its present name and any previous name and, if requested by the Collateral AgentBank, under any trade names), ) as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral Delaware, Nevada or any portion thereofVirginia, together with copies of such financing statements filed in Delaware, Nevada or Virginia (none of which shall cover the Collateral (as that term is defined in the Security Agreement)) except to the extent evidencing Permitted Liens or for which the Agent Bank shall have received termination statements financing statement amendments (Form UCC-3 UCC-3) or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of law and written authority to file the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documentssame.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) [RESERVED]; (iii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iiiiv) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT CSC The United States Corporation Service System Company or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other either Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the ------------------------------------------------ Closing Date, the Agent Bank shall have received: (i) a Perfection Certificate from each Facility Partyof the Borrower, such Perfection Certificate and all information set forth therein substantially in the form of Exhibit A to be correct and complete in all respectsthe Security Agreement; (ii) appropriate financing statements Financing Statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the AgentBank, to perfect the security interests intended purported to be created by the Collateral Loan Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System Xxxxxxxx-Xxxx Financial Services or other independent search service reasonably satisfactory to the Agent Bank listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral AgentBank, under any trade names), ) as debtor or seller that are filed in the jurisdictions wherein such filing would be effective referred to perfect a Lien in the Collateral or any portion thereofclause (i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent Bank shall have received termination statements (Form UCC-3 UCC-3) or such other termination statements as shall be required by local law) fully executed for filing); and (viiv) evidence of the completion of all other filings and recordings of of, or with respect to to, the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions Loan Documents as may be necessary or, in the opinion of the AgentBank, desirable to perfect the security interests intended to be created by the Collateral Loan Documents.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Administrative Agent and the Collateral Agent shall have received: (i) a Perfection Certificate from each Facility Party, such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (vii) copies of reports from CT CSC The United States Corporation Service System Company or other independent search service reasonably satisfactory to the Administrative Agent listing all effective financing statements that name the Borrower or any other Facility Partyeach Grantor, as such (under its present name and any previous name used within the last five (5) years and, if requested by the Collateral Administrative Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except except, with respect to the Borrower only, to the extent evidencing Permitted Liens or for which the Administrative Agent and the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viiii) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests intended to be created by the Collateral DocumentsDocuments (or, as applicable, authorization from the applicable Grantors to make each such registration, recordation or filing or take such action and confirmation that such registration, recordation, filing or action shall be made or taken on the Closing Date).

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent Bank shall have received: (i) a Perfection Certificate from each Facility Partyof the Borrower, such Perfection Certificate and all information set forth therein substantially in the form of Exhibit A to be correct and complete in all respectsthe Security Agreement; (ii) appropriate financing statements Financing Statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the AgentBank, to perfect the security interests intended purported to be created by the Collateral Loan Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System Xxxxxxxx-Xxxx Financial Services or other independent search service reasonably satisfactory to the Agent Bank listing all effective financing statements that name the each Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral AgentBank, under any trade names), ) as debtor or seller that are filed in the jurisdictions wherein such filing would be effective referred to perfect a Lien in the Collateral or any portion thereofclause (i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent Bank shall have received termination statements (Form UCC-3 UCC-3) or such other termination statements as shall be required by local law) fully executed for filing); and (viiv) evidence of the completion of all other filings and recordings of of, or with respect to to, the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions Loan Documents as may be necessary or, in the opinion of the AgentBank, desirable to perfect the security interests intended to be created by the Collateral Loan Documents.

Perfection of Security Interests; Search Reports. On or prior to the Original Closing Date, the Agent shall have received:: Exhibit 10.1 (i) a Perfection Certificate perfection certificate from each Facility Party, such Perfection Certificate the Borrower and all information set forth therein to be correct and complete in all respects; (ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local lawApplicable Law) fully executed for filing under the Uniform Commercial Code or other applicable local law Applicable Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral DocumentsSecurity Agreement; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other an independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions jurisdiction wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viiv) evidence of the completion of all other filings and recordings of or with respect to the Collateral DocumentsCollateral, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Second Amendment and Restatement Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) [RESERVED]. (iii) appropriate financing statements (Form UCC-1 UCC-1, Form UCC-3 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of Documents and the Marks Company Interests issued or to be issued assignment to the Borrower on or prior to Collateral Agent of any existing security interests in the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory Collateral granted to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other either Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viv) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) [RESERVED]; (iii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iiiiv) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT CSC The United States Corporation Service System Company or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Amendment Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) [RESERVED]. (iii) appropriate financing statements (Form UCC-1 UCC-1, Form UCC-3 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of Documents and the Marks Company Interests issued or to be issued assignment to the Borrower on or prior to Collateral Agent of any existing security interests in the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory Collateral granted to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viv) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Facility Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, such Perfection Certificate and all information set forth therein to be correct and complete in all respects[Reserved]; (ii) [Reserved]; (iii) appropriate financing statements (Form UCC-1 UCC-1, Form UCC-3 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent or the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility either TRIP Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens Liens) or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viv) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 B to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) a fully executed consent substantially in the form of Exhibit B to the Security Agreement with respect to each Letter of Credit Right of the Borrower (if any); (iii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iiiiv) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT CSC The United States Corporation Service System Company or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Amendment Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Party, each such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) [RESERVED]. (iii) appropriate financing statements (Form UCC-1 UCC-1, Form UCC-3 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of Documents and the Marks Company Interests issued or to be issued assignment to the Borrower on or prior to Collateral Agent of any existing security interests in the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory Collateral granted to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System or other independent search service reasonably satisfactory to the Agent listing all effective financing statements that name the Borrower or any other either Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (viv) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the ------------------------------------------------ Closing Date, the Agent Bank shall have received: (i) a Perfection Certificate from each Facility Partyof the Borrower, such Perfection Certificate and all information set forth therein substantially in the form of Exhibit A to be correct and complete in all respectsthe Security Agreement; (ii) appropriate financing statements Financing Statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the AgentBank, to perfect the security interests intended purported to be created by the Collateral Loan Documents; (iii) all of the Marks Company Interests issued or to be issued to the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT Corporation Service System Xxxxxxxx-Xxxx Financial Services or other independent search service reasonably satisfactory to the Agent Bank listing all effective financing statements that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral AgentBank, under any trade names), ) as debtor or seller that are filed in the jurisdictions wherein such filing would be effective referred to perfect a Lien in the Collateral or any portion thereofclause (i) above, together with copies of such other financing statements (none of which shall cover the Collateral (as that term is defined in the Security Agreement) except to the extent evidencing Permitted Liens or for which the Agent Bank shall have received termination statements (Form UCC-3 UCC-3) or such other termination statements as shall be required by local law) fully executed for filing); and (viiv) evidence of the completion of all other filings and recordings of of, or with respect to to, the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions Loan Documents as may be necessary or, in the opinion of the AgentBank, desirable to perfect the security interests intended to be created by the Collateral Loan Documents. (After the aforementioned filings and recordings have been effected, the Bank shall execute all termination statements submitted by the Borrower effecting the termination of all filings and recordings pertaining to previous terminated or superseded agreements between the parties.)

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent shall have received: (i) a Perfection Certificate from each Facility Partythe Borrower and the Guarantor, such Perfection Certificate and all information set forth therein to be correct and complete in all respects; (ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) all of appropriate forms fully executed for filing with the Marks Company Interests issued STB as may be required, or reasonably requested by the Agent, to perfect the security interests intended to be issued to created by the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent;Collateral Documents; and (iv) all of the membership interests of the Borrower issued or to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent; (v) copies of reports from CT CSC, The United States Corporation Service System Company, the STB or other independent search service reasonably satisfactory to the Agent listing all effective financing statements and STB filings that name the Borrower or any other Facility Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereof, together with copies of such financing statements or STB filings (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Perfection of Security Interests; Search Reports. On or prior to the Closing Date, the Agent Bank shall have received: (i) a Perfection Certificate from each Facility Partyof the Borrower, such Perfection Certificate and all information set forth therein substantially in the form of Exhibit A to be correct and complete in all respectsthe Security Agreement; (ii) appropriate financing statements Financing Statements (Form UCC-1 UCC-l or such other financing statements or similar notices as shall be required by local law) fully executed appropriately completed for filing under the Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the AgentBank, to perfect the security interests intended Liens purported to be created by the Collateral Loan Documents; (iii) all appropriate filings for the perfection of the Marks Company Interests issued or lien on intellectual property purported to be issued to created by the Borrower on or prior to the Closing Date, which Marks Company Interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the AgentLoan Documents; (iv) all appropriate Deeds of Trust fully executed for filing under applicable local law of each jurisdiction in which the membership interests filing of a Deed of Trust is required by the Borrower issued or Bank to perfect the liens purported to be issued to TILC on or prior to the Closing Date, which membership interests shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agentcreated thereby; (v) copies of reports from CT Corporation Service System Xxxxxxxx-Xxxx Financial Services or other independent search service reasonably satisfactory to the Agent Bank listing all effective financing statements that name the Borrower or any other Facility Party, as such of its Subsidiaries (under its present name and any previous name and, if requested by the Collateral AgentBank, under any trade names), ) as debtor or seller that are filed in the jurisdictions wherein such filing would be effective to perfect a Lien in the Collateral or any portion thereofDelaware, Nevada and Virginia, together with copies of such other financing statements filed in Delaware, Nevada and Virginia (none of which shall cover the Collateral (as that term is defined in the Security Agreement) except to the extent evidencing Permitted Liens or for which the Agent Bank shall have received termination statements (Form UCC-3 UCC-3) or such other termination statements as shall be required by local law) fully executed for filing); and (vi) evidence of the completion of all other filings and recordings of of, or with respect to to, the Collateral Documents, including, without limitation, all filings and recordings specified in Schedule 3.02 to the Security Agreement, and of all other actions Loan Documents as may be necessary or, in the opinion of the AgentBank, desirable to perfect the security interests intended to be created by the Collateral Loan Documents. (After the aforementioned filings and recordings have been effected, the Bank shall execute all termination statements submitted by the Borrower effecting the termination of all filings and recordings pertaining to previous terminated or superseded agreements between the parties.)