Collateral Deliverables Sample Clauses

Collateral Deliverables. (i) The Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (A)(1) searches of UCC filings in the jurisdiction of organization of each Loan Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens, and (2) tax lien and judgment searches; (B) searches of ownership of United States Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent in order to perfect the Collateral Agent’s security interest in the United States Intellectual Property; (C) UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s reasonable discretion, to perfect the Collateral Agent’s security interest in the Collateral; (D) subject to Section 5.15, stock or membership certificates, if any, evidencing Equity Interests pledged pursuant to the Security Agreement and undated stock or transfer powers duly executed in blank relating thereto; and (E) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Security 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 Collateral Agent’s security interest in the Collateral.
Sample 1
AutoNDA by SimpleDocs
Collateral Deliverables. In connection with the pledge of any additional Collateral pursuant to clause (ii) above, the Loan Parties shall execute and/or deliver to the Lender, and, as applicable, file or record (or authorize the Lender to file or record), such agreements, certificates, instruments, legal opinions or other documents as the Lender or its counsel may reasonably request, including, without limitation, with respect to the grant of any Mortgages, a mortgage in substantially the form of Exhibit C attached hereto for any real property located in Wisconsin or a mortgage in substantially the form of Exhibit D attached hereto for any real property located in Minnesota, as the case may be, and each of the required deliverables set forth in Section 5.3 with respect to the applicable Mortgaged Properties, and, with respect to the pledge of Equipment, lien searches in such jurisdictions as Lender may require, a security agreement and UCC-1 financing statements, in all cases in form and substance satisfactory to the Lender. For the avoidance of uncertainty or doubt, it is expressly agreed and acknowledged that with the pledge of any additional Collateral pursuant to clause (ii) above consisting of Real Estate, the Loan Parties shall, at its sole cost and expense, provide Lender with
Sample 1
Collateral Deliverables. In connection with the pledge of any additional Collateral pursuant to clause (ii) above, the Loan Parties shall execute and/or deliver to the Lender, and, as applicable, file or record (or authorize the Lender to file or record), such agreements, certificates, instruments, legal opinions or other documents as the Lender or its counsel may reasonably request, including, without limitation, with respect to the grant of any Mortgages, a mortgage in substantially the form of Exhibit C attached hereto for any real property located in Wisconsin or a mortgage in substantially the form of Exhibit D attached hereto for any real property located in Minnesota, as the case may be, and each of the required deliverables set forth in Section 5.3 with respect to the applicable Mortgaged Properties, and, with respect to the pledge of Equipment, lien searches in such jurisdictions as Lender may require, a security agreement and UCC-1 financing statements, in all cases in form and substance satisfactory to the Lender. For the avoidance of uncertainty or doubt, it is expressly agreed and acknowledged that with the pledge of any additional Collateral pursuant to clause (ii) above consisting of Real Estate, the Loan Parties shall, at its sole cost and expense, provide Lender with (i) a mortgagee title insurance binder covering the additional Mortgages, in form and substance and with endorsements satisfactory to the Lender, containing no exceptions from coverage except such as are acceptable to the Lender; and (ii) ALTA/ACSM survey(s) in form acceptable to the Lender covering the additional Mortgaged Properties showing no encumbrances and exceptions that are not acceptable to Lender. All proceedings, and all documents, instruments and other matters in connection with the transactions contemplated by this Section 2.2(d), shall be reasonably satisfactory in form and substance to the Lender.
Sample 1

Related to Collateral Deliverables

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest Subject to Section 3.4, each Pledgor represents and warrants that all filings, registrations and recordings necessary to perfect the security interest granted by each Pledgor to the Collateral Agent in respect of the Pledged Collateral shall be delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject only to Permitted Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral as provided herein and to use commercially reasonable efforts to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

  • Maintenance of Perfected Security Interest; Further Documentation (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever.

  • Maintenance of Perfected Security Interest Further Documentation and Consents (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.

  • Additional Collateral, etc (a) With respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate, of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than (w) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts, deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement.

  • Change in Collateral; Collateral Records (i) Give the Collateral Agent not less than 30 days prior written notice of any change in the location of any Collateral, other than to (or in-transit between) locations set forth on Schedule 6.01(ff) and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Agents and the Lenders from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such written statements and schedules as the Collateral Agent may reasonably require, designating, identifying or describing the Collateral.

  • Collateral Identification, Special Collateral (a) in the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, such Grantor shall promptly notify there Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as the Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral subject to any Permitted Liens.

  • Delivery of Additional Collateral If at any time the Custodian shall notify a Fund by Written Notice that the fair market value of the Collateral securing any Overdraft Obligation of one of such Fund's Portfolios is less than the amount of such Overdraft Obligation, such Fund, on behalf of the applicable Portfolio, shall deliver to the Custodian, within one (1) Business Day following the Fund's receipt of such Written Notice, an additional Pledge Certificate describing additional Collateral. If such Fund shall fail to deliver such additional Pledge Certificate, the Custodian may specify Collateral which shall secure the unsecured amount of the applicable Overdraft Obligation in accordance with Section 3 of this Appendix C.

  • Execution of Collateral Documents The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrower on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents.

  • Additional Collateral and Guaranties To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:

  • Extension or Amendment of Receivables Except as provided in the Agreement, the Seller shall not, and shall not permit the Servicer to, extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any related Contract.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!