Common use of Personal Property Collateral Clause in Contracts

Personal Property Collateral. The Lender shall have received, in form and substance satisfactory to the Lender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) 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 Lender’s security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required by Margin Stock (Federal Reserve Form U-1Section 6.14(c).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;; and (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the Lender: (i) (A) searches of filings under the UCC filings and PPSA (or corresponding local laws) in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s Administrative Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) duly completed financing statements under the UCC and PPSA (or corresponding local laws) 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) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s Administrative Agent's security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Lender’s Administrative Agent's security interest in the CollateralCollateral to the extent required under the Security Agreements; and (viv) Statement duly executed consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Lenders' security interest in the Collateral including, without limitation, such Acknowledgment Agreements from lessors of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)real property as the Administrative Agent may require.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party Company and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the CollateralCompany Guarantor, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property Collateral in the appropriate governmental or other administrative offices and such patent/trademark/, trademark and copyright filings as requested by the Lender Administrative Agent in order to perfect the Lender’s Administrative Agent's security interest in the Intellectual PropertyProperty Collateral; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s Administrative Agent's sole discretion, to perfect the Lender’s Administrative Agent's security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any Foreign Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and (vi) to the extent required to be delivered pursuant to the terms of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Lender’s Administrative Agent's and the Lenders' security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender shall have received, in form and substance satisfactory to the Lender: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Lender’s security interest in the Collateral; and (vivii) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)Qualifying Control Agreements satisfactory to the Lender to the extent required to be delivered pursuant to Section 6.13.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) [Reserved]; and (vii) the extent required to be delivered pursuant to the terms of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the CollateralCredit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist (or the same have been appropriately terminated) other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches, the results of which shall be acceptable to the Administrative Agent in its discretion; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreements and duly executed in blank undated stock or transfer powers powers; (iv) duly executed consents as are necessary, in blank; the Administrative Agent’s discretion, to perfect the Lenders’ security interest in each case to the extent such Pledged Equity is certificatedCollateral; (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents Instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; (vi) the Account Control Agreement and the Homewood Account Control Agreement; and (vivii) Statement of Purpose for an Extension of Credit Secured if applicable, executed control agreements necessary to perfect any Collateral where the perfection thereof is by Margin Stock (Federal Reserve Form U-1)control.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party Company and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the CollateralCompany Guarantor, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property Collateral in the appropriate governmental or other administrative offices and such patent/trademark/, trademark and copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual PropertyProperty Collateral; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any Foreign Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and (vi) to the extent required to be delivered pursuant to the terms of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement a customary perfection certificate signed by a Responsible Officer of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)the Borrower.

Personal Property Collateral. The Lender Administrative Agent shall have received, received (in each case in form and substance reasonably satisfactory to the Lender:Administrative Agent): (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction state of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iii) duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; DAL:0535130/00080:1910701v7 (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s security interest in the Collateral; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and (vivii) Statement a copy of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)each Material Contract.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (BC) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vi) [Reserved]; and (vii) the extent required to be delivered pursuant to the terms of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order is needed to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the all financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) solely to the extent requested by the Administrative Agent in its sole discretion (A) searches of ownership of Intellectual Property in the appropriate governmental offices and such (B) patent/trademark/, trademark and/or copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Propertyfilings; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretioncase of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.24(g), to perfect the Lender’s security interest extent not previously obtained, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the CollateralAdministrative Agent); (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (viv) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)to the extent not otherwise valid and in effect, Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings or equivalents in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright and other filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements or equivalents for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) all filing and recording fees and taxes shall have been duly paid and any surveys, title insurance, landlord waivers and access letters requested by the Administrative Agent with respect to real property interests of the Borrower and its Subsidiaries shall have been obtained; and (vi) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance reasonably satisfactory to the Lender:Administrative Agent: ​ (i) (A) searches of UCC filings and tax and judgment liens in the jurisdiction of incorporation or formation, as applicable, formation of each Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect reasonably required by the Lender’s security interest in the CollateralAdministrative Agent, copies of the financing statements on file in such jurisdictions and evidence that disclosing no Liens exist other than (A) Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens to be released on the Closing Date; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements in form appropriate for filing for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole reasonable discretion, to perfect the LenderAdministrative Agent’s security interest in the CollateralCollateral that can be perfected by filing a UCC financing statement; (iii) all certificates evidencing any certificated Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank and undated stock powers attached thereto; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; (v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Closing Date; and (vi) Statement duly executed grants of Purpose for an Extension security interest in substantially the form required by the Security Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of Credit Secured by Margin Stock (Federal Reserve Form U-1)the Loan Parties.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lienLien (if any and/or applicable), judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iii) a certified copy of the annotated register of mortgages and charges of the Company updated to reflect the security created under the Collateral Documents; (iv) stock stock, share or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, if any; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of any Person showing any pledge registration), notices and acknowledgements and chattel paper in the possession of the Company and/or any of the other Loan PartiesParty, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Lender Initial Lenders shall have received, in form and substance satisfactory to the LenderInitial Lenders: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderCollateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/, trademark and copyright filings as requested by the Lender Initial Lenders in order to perfect the LenderCollateral Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s Initial Lenders’ sole discretion, to perfect the LenderCollateral Agent’s security interest in the applicable Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderCollateral Agent’s security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) i. completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificatesii. all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Equity Interests of any Foreign Subsidiary, such Pledged Equity is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (v) iii. in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(c), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver is satisfactory to the Administrative Agent) iv. to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement x. xxxx executed notices of Purpose for an Extension grant of Credit Secured security interest in the form required by Margin Stock (Federal Reserve Form U-1)the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered Intellectual Property of the Loan Parties.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case case, to the extent such Pledged Equity is certificated;; and (v) subject to Section 6.18, to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the Lender: (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s Administrative Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens on the Collateral exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed duly authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole Administrative Agent's reasonable discretion, to perfect the Lender’s Administrative Agent's security interest in the Collateral; (iviii) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Collateral Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificatedstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person); (iv) duly executed notices of grant of security interest in the form required by the Collateral Agreement as are necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; and (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents instruments and chattel paper having a value in excess of $100,000 in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Lender’s Administrative Agent's security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Propertyintellectual property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;; and (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, received (in each case in form and substance reasonably satisfactory to the Lender:Administrative Agent): (i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction state of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateraltangible personal property Collateral for the benefit of the Lenders, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the CollateralCollateral for the benefit of the Lenders; (iii) duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Lenders; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s security interest in the CollateralCollateral for the benefit of the Lenders; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Lenders; (vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and (vivii) Statement a copy of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)each Material Contract.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole reasonable discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) [Intentionally Omitted]; (vi) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings with the United States Patent and Trademark Office as may be requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in patents owned by any Loan Party or that any Loan Party has the Intellectual Propertyright to; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement a customary perfection certificate signed by a Responsible Officer of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)the Borrower.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (ivii) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; , undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in each its reasonable discretion under the Law of the jurisdiction of organization of such Person); (iii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(c), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such Pledged Equity letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver is certificated;satisfactory to the Administrative Agent) (viv) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (viv) Statement duly executed notices of Purpose for an Extension grant of Credit Secured security interest in the form required by Margin Stock (Federal Reserve Form U-1)the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered Intellectual Property of the Loan Parties.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and (vi) to the extent required to be delivered pursuant to the terms of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)Collateral to the extent required to be perfected hereunder or under the Security Documents.

Personal Property Collateral. The Lender Collateral Agent shall have received, in form and substance satisfactory to the LenderCollateral Agent: (i) the results of a Lien search (Aincluding a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) searches as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of UCC filings in such Credit Party, indicating among other things that the jurisdiction of incorporation or formation, as applicable, assets of each Loan such Credit Party are free and each jurisdiction where clear of any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Lien (except for Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens); (ii) searches of ownership of Intellectual Property in to the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) extent not previously filed, completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderCollateral Agent’s sole reasonable discretion, to perfect the LenderCollateral Agent’s security interest in the Collateral; (iviii) to the extent not previously received, the Collateral Agent shall have received original stock certificates or membership certificates, if any, other certificates evidencing the Pledged certificated Equity and Interests pledged pursuant to the Security Documents, together with an undated stock or transfer powers power for each such certificate duly executed in blankblank by the registered owner thereof; in each case to the extent such Pledged Equity is certificated;and (viv) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderCollateral Agent’s and the Lenders’ security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Lenders and the Agents shall have received, in form and substance satisfactory to the LenderLenders: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderCollateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/, trademark and copyright filings as requested by the Lender Lenders in order to perfect the LenderCollateral Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s Lenders’ sole discretion, to perfect the LenderCollateral Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; (v) to the extent required to be delivered delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the LenderCollateral Agent’s security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)Qualifying Control Agreements satisfactory to the Lenders to the extent required to be delivered pursuant to Section 6.13.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole reasonable discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iviii) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificatedcertificated under Article 8 of the UCC; (viv) 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 LenderAdministrative Agent’s and the Lenders’ security interest in the Collateral; and (viv) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1)Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the LenderAdministrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate U.S. governmental offices and such patent/trademark/copyright filings as reasonably requested by the Lender Administrative Agent in order to perfect the LenderAdministrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, necessary in the LenderAdministrative Agent’s sole reasonable discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;certificated (and unless, with respect to the Pledged Equity 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 organization of such Person); and (v) 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 LenderAdministrative Agent’s security interest in the Collateral; and (vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).

Personal Property Collateral. The Lender Administrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation incorporation, formation or formationorganization, as applicable, of each Loan Party and each jurisdiction where any Collateral is located Loan Party maintains its principal place of business, and such other searches that the Administrative Agent deems necessary or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateralappropriate, copies of the financing statements on file in such jurisdictions and evidence indicating that no Liens exist (other than Permitted Liens Liens), and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Lender Collateral Documents as are necessary, in order the Administrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Intellectual PropertyProperty of the Loan Parties; (iii) completed proper UCC financing statements in form appropriate for filing in each appropriate jurisdiction as is necessary, in the LenderAdministrative Agent’s sole discretion, to perfect the LenderAdministrative Agent’s security interest in the Collateral; (iv) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Collateral Documents, if any, evidencing the Pledged Equity together with duly executed in blank and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificatedattached thereto; (v) 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 LenderAdministrative Agent’s security interest in the Collateral; and (vi) Statement such estoppel letters, consents and waivers from the landlords of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1the real properties listed on Schedule 5.21(d) to the extent required to be delivered pursuant to Section 6.14(c).