ACTIONS AND DOCUMENTS RELATING TO THE COLLATERAL Clause Samples
The "Actions and Documents Relating to the Collateral" clause defines the obligations of parties to take necessary steps and execute documents to protect, maintain, or perfect the security interest in collateral. This may include providing signatures on filings, delivering certificates, or cooperating with administrative requirements to ensure the lender’s interest is properly recorded and enforceable. Its core function is to ensure that the lender’s rights in the collateral are legally secured and can be enforced if needed, thereby reducing the risk of loss or dispute over the collateral’s status.
ACTIONS AND DOCUMENTS RELATING TO THE COLLATERAL. The Purchaser shall have received the following in form and substance satisfactory to them:
(i) The Security Agreement, duly executed by the Company Parties, together with (A) the exhibits and schedules thereto, and (B) all promissory notes pledged thereunder along with allonges endorsing such notes to Purchaser;
(ii) Except to the extent delivered to the Bank Agent in accordance with the Bank Credit Documents, the Pledged Interests (as defined in the Security Agreement), together with stock powers duly executed by the applicable Company Parties in blank;
(iii) The Intellectual Property Security Agreement, duly executed by the Company Parties, together with the exhibits and schedules thereto;
(iv) UCC-1 Financing Statements naming each Company Party as debtor, as applicable, in form and substance satisfactory to the Purchaser;
(v) Evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Purchaser, a perfected first priority Lien on the Collateral (subject only to the Lien of the Bank Agent and the Permitted Liens);
(vi) Evidence that the Liens on the Collateral are subject only to the Permitted Liens, such evidence including the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC financing statements have been, or shall be, filed;
(vii) Deposit Account Control Agreements, duly executed by each of the appropriate Company Parties and the banks and other financial institutions at which such Company Party's deposit and similar accounts are maintained;
(viii) Landlord waivers, in form and substance satisfactory to the Purchaser, duly executed by the applicable Company Party and the respective landlords/lessees designated by the Purchaser; and
(ix) Such other documents relating to the Collateral as the Purchaser may request.
ACTIONS AND DOCUMENTS RELATING TO THE COLLATERAL. On or prior to the Closing Date, the Purchaser shall have received the following in form and substance reasonably satisfactory to them:
7.1.1 The Security Agreement and the Pledge Agreement, each duly executed by the Borrowers, together with the exhibits and schedules thereto;
7.1.2 A Patent Security Agreement, duly executed by M.C.M., covering the ‘391 Patent;
7.1.3 UCC-1 Financing Statements or any amendments thereof, naming the Borrowers as debtors, duly authorized by the Borrowers, as requested by the Purchaser;
7.1.4 Evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Purchaser, a perfected first priority Lien on the Collateral (subject only to Permitted Liens), and filing of completed UCC financing statements, in each case, in the appropriate governmental offices;
7.1.5 Evidence that no Liens on the Collateral exist other than the Permitted Liens and the Liens created by the execution of the Investment Documents, such evidence including, without limitation, the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC financing statements have been, or shall be, filed;
7.1.6 Evidence reasonably satisfactory to the Purchaser that each of the conditions precedent in the Collateral Documents shall have been satisfied.
ACTIONS AND DOCUMENTS RELATING TO THE COLLATERAL. Purchaser shall have received the following in form and substance satisfactory to them:
(a) from the Company or at its direction, the Collateral Documents and all documents and other instruments required to be delivered by any Catalina Entity, or required to be caused to be delivered by any Catalina Entity, under the Collateral Documents;
(b) the Intellectual Property Security Agreement, duly executed by the Catalina Entities, including the exhibits and schedules thereto, and together with the Assignment for Security (Patents), Assignment for Security (Trademarks) and the Special Power of Attorney, in each case duly executed by the Catalina Entities that are parties thereto;
(c) UCC-1 Financing Statements, to the extent required to record the obligations provided for under the Collateral Documents, naming each Catalina Entity as debtor, as applicable, duly executed by the applicable Catalina Entity, to be filed in each state or other jurisdiction as may be requested by the Purchaser;
(d) evidence that the Liens on the Collateral are subject only to Permitted Liens, such evidence including, without limitation, the results of any searches conducted by the Company of UCC filing records;
(e) landlord waivers or Consents, as necessary;
(f) a UCC Perfection Certificate, in form and substance satisfactory to the Purchaser, duly executed by the Company; and
(g) such other documents relating to the Collateral as the Purchaser may request.