Secured Interests. The Service Provider may, subject to first obtaining the written consent of the Corporation, grant a security interest in the Service Provider’s interest in this Agreement to a bank under the Bank Act (Canada) or other lender approved in writing by the Corporation (hereinafter called the “Secured Party”) and on such terms and conditions approved in writing by the Corporation provided that such approval will in no manner whatsoever:
(a) prevent the Corporation from exercising its rights and remedies under this Agreement as against the Service Provider in the event the Service Provider is in default of this Agreement; or
(b) authorize or permit the Secured Party to provide the Services to the Corporation in the place of the Service Provider other than with the express written consent of the Corporation and on such terms and conditions as may be Prescribed by the Corporation.
Secured Interests. (i) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (if any) (I) representing the Subsidiaries’ shares of share capital to the extent such subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document (the “Perfection Certificate”).
(ii) Within two (2) Trading Days prior to the Subsequent Pre-Advance Closing, the Company shall have delivered or caused to be delivered to the Investor and the Collateral Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Investor, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Investors, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Investor.
(iii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with the original share certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer.
(iv) With respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, the Company and/or ...
