Audiovox 2012 Annual Report Download - page 250

(d) Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably
satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings or the equivalent records in the jurisdiction of incorporation or formation, as
applicable, of each Credit Party and each jurisdiction where a filing would need to be made in order to perfect the
Administrative Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions
and evidence that no Liens exist other than Permitted Liens and (B) tax lien and judgment searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such
patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative
Agent's security interest in the Intellectual Property;
(iii) completed UCC financing statements or the foreign equivalent for each appropriate jurisdiction as is
necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the
Collateral;
(iv) stock or membership certificates (or foreign equivalent thereof), if any, evidencing the Equity Interests
pledged to the Administrative Agent pursuant to the Security Documents and undated stock or transfer powers duly
executed in blank;
(v) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the
Lenders' security interest in the Collateral;
(vi) in the case of any personal property Collateral located at premises leased by a Credit Party and set forth on
Schedule 3.16(f)(ii) such estoppel letters, consents and waivers from the landlords of such real property to the extent
required to be delivered in connection with Section 5.13 (such letters, consents and waivers shall be in form and
substance reasonably satisfactory to the Administrative Agent); and
(vii) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments,
documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may
be necessary or reasonably appropriate to perfect the Administrative Agent's and the Lenders' security interest in the
Collateral.
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