Common use of Lien Search; Perfection of Security Clause in Contracts

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (

Appears in 2 contracts

Samples: Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (Renewable Energy Group, Inc.)

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Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the P1 Administrative Agent shall have received evidence satisfactory copies or evidenceto the P1 Administrative Agent, as the case may beSenior Lenders, and the Revolving LC Issuing Bank of the following actions in connection with the perfection of the SecurityCollateral: (i) completed requests for information or lien copies of the Uniform Commercial Code search reports and tax lien, judgment and litigation search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) as of a recent date before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in for the States of Delaware, IllinoisTexas, Iowa and any other jurisdictions jurisdiction reasonably requested by the P1 Administrative Agent that name the Borrower, the Pledgor, the Lessee or the Lessee Pledgor as a debtorand each RG Facility Entity, together with copies of each such UCC financing statement, fixture filing or other filingsfilings listed therein, which shall show evidence no Liens on the Collateral, other than Permitted Liens;; and (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) completion of all other actions, recordings and filings of or with respect to the Senior Security Documents delivered pursuant that the P1 Administrative Agent, any Senior Lender or the Revolving LC Issuing Bank may deem necessary or reasonably desirable in order to Section 6.01(aperfect the first-priority (subject to Permitted Liens) Liens created thereunder, including (A) the delivery by Pledgor to the P1 Collateral Agent of the original certificates representing (1) all Equity Interests in the Borrower, together with duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Pledge Agreement and (2) all Equity Interests in InsuranceCo and LandCo held by the Borrower, together with, if applicable, duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Security Agreement, (B) if applicable, the delivery to the P1 Collateral Agent of original certificates representing all notes or other instruments representing Permitted Subordinated Debt, in each case, duly indorsed to the P1 Collateral Agent or in blank in accordance with a Pledge of Subordinated Debt Agreement, and (C) the filing of UCC-l financing statements.

Appears in 2 contracts

Samples: Cd Credit Agreement (NextDecade Corp.), Credit Agreement (NextDecade Corp.)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the TCF Administrative Agent shall have received evidence satisfactory copies or evidence, as to the case may be, TCF Administrative Agent and the Senior Lenders of the following actions in connection with the perfection of the SecurityCollateral: (i) completed requests for information or lien copies of the Uniform Commercial Code search reports and tax lien, judgment and litigation search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) as of a recent date before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in for the States of Delaware, IllinoisTexas, Iowa and any other jurisdictions jurisdiction reasonably requested by the TCF Administrative Agent that name the Borrower, the Pledgor, the Lessee or the Lessee Pledgor as a debtorand each RG Facility Entity, together with copies of each such UCC financing statement, fixture filing or other filingsfilings listed therein, which shall show evidence no Liens on the Collateral, other than Permitted Liens;; and (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) completion of all other actions, recordings and filings of or with respect to the Senior Security Documents delivered pursuant that the TCF Administrative Agent or any Senior Lender may deem necessary or reasonably desirable in order to Section 6.01(aperfect the first-priority (subject to Permitted Liens) Liens created thereunder, including (A) the delivery by Pledgor to the P1 Collateral Agent of the original certificates representing (1) all Equity Interests in the Borrower, together with duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Pledge Agreement and (2) all Equity Interests in InsuranceCo and LandCo held by the Borrower, together with, if applicable, duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Security Agreement, (B) if applicable, the delivery to the P1 Collateral Agent of original certificates representing all notes or other instruments representing Permitted Subordinated Debt, in each case, duly indorsed to the P1 Collateral Agent or in blank in accordance with a Pledge of Subordinated Debt Agreement, and (C) the filing of UCC-l financing statements.

Appears in 1 contract

Samples: Credit Agreement (NextDecade Corp.)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) before the Closing Datedate of such Borrowing, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, IllinoisNebraska, Iowa Ohio, Indiana, and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee any Borrower or the Lessee Pledgor ASA Biofuels as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) acknowledgment copies or stamped receipt copies of proper UCC financing statements statements, fixture filings and other filings and recordations (including fixture filings)recordations, in proper form for filing duly filed in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower Borrowers shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms form attached to the Pledge AgreementAgreement pursuant to which such Equity Interests are pledged to the Collateral Agent; (iv) UCC financing statements acknowledgement copies or stamped receipt copies of the recordation of a memorandum of each Grain Facility Lease; and (v) evidence of the completion of all other actions, recordings and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions of or with respect to the Security Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first first-priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (thereunder.

Appears in 1 contract

Samples: Credit Agreement (ASAlliances Biofuels, LLC)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the SecurityDIP Liens: (i) completed requests for information or lien Lien search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa and any other such jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee or the Lessee Pledgor any Loan Party as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) acknowledgement copies or stamped receipt copies or confirmation of submission for filing of proper UCC financing statements and other filings and recordations (including fixture filings), each in proper form for filing and substance satisfactory to the Administrative Agent and the Collateral Agent, duly filed in all jurisdictions that the Administrative Agent and the Collateral Agent may deem necessary or desirable desirable, or that are reasonably requested by the Administrative Agent or the Collateral Agent, in order to perfect and protect the first priority DIP Liens created hereunder and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior pursuant to the Closing Date;Orders and the priority thereof; and (iii) the original certificates representing all Equity Interests in of each Debtor or each direct Subsidiary of a Debtor that has issued certificates to evidence its Equity Interests forming part of the Borrower Collateral shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power signed by the Debtor that is the holder of such Equity Interests, each in the forms attached form and substance satisfactory to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described thereinAgent, and as to each such UCC financing statement and other filing Debtor or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all direct Subsidiary of a Debtor whose Equity Interests in form part of the Lessee Collateral, a duly executed irrevocable proxy signed by the Debtor that is the holder of such Equity Interests shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (.

Appears in 1 contract

Samples: Debt Agreement

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including relating to Pacific Holding, Madera, Boardman, the Lessee Collateral)Madera Plant and the Xxxxxxxx Plant, and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five eight (5) Business Days 8) days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, IllinoisCalifornia, Iowa Oregon, Idaho, and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee any Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted LiensLiens and the Liens identified in Schedule 6.01(g)(i), which (in the case of Liens identified on Schedule 6.01(g)(i)) will be released and terminated on or before the initial Funding Date; (ii) UCC financing statements and other filings and recordations (including other than fixture filingsfilings or recordation of any Mortgage), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral with respect to each of Madera, Boardman, Pacific Holding, the Madera Plant and the Xxxxxxxx Plant, as described therein, therein and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower each of Madera, Xxxxxxxx and Pacific Holding shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms form attached to the Pledge Agreement;Agreement relating to such Equity Interests; and (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to each of Madera, Boardman, Pacific Holding, the Borrower Madera Plant and the ProjectXxxxxxxx Plant, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (

Appears in 1 contract

Samples: Credit Agreement (Pacific Ethanol, Inc.)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including relating to the Lessee Collateral)Borrower and the Project, and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa South Dakota and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee Borrower or the Lessee any Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral with respect to the Project described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) mortgage release and UCC termination statements, in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable, terminating the existing mortgage and all existing UCC financing statements and fixture filings covering the Collateral relating to the Existing Plant Debt, and such mortgage release and each such UCC termination statement shall be duly filed on the Closing Date; (iv) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order Agreement relating to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge AgreementInterests; and (viv) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (Conditions to Closing and First

Appears in 1 contract

Samples: Senior Credit Agreement (Advanced BioEnergy, LLC)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority (subject to Permitted Liens) perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated a date after the date hereof, and no more than five ten (510) Business Days days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa Georgia and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first first-priority Liens and security interests created under the Security Documents (subject to Permitted Liens) covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) mortgage release and UCC termination statements, in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable, terminating the existing mortgage and all existing UCC financing statements and fixture filings covering the Collateral relating to the Existing Plant Debt, and such mortgage release and each such UCC termination statement shall be duly filed on the initial Funding Date; (iv) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (viv) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first-priority Liens created thereunder (subject to Permitted Liens).

Appears in 1 contract

Samples: Senior Credit Agreement (First United Ethanol LLC)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five eight (5) Business Days 8) days (or such other, longer other time period reasonably acceptable to the Administrative AgentRequired Lenders) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, IllinoisCalifornia, Iowa Oregon, Idaho, and any other jurisdictions reasonably requested by the Administrative Agent Required Lenders that name the Borrower, the Pledgor, the Lessee any Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) UCC financing statements and other filings and recordations (including other than fixture filingsfilings or recordation of any Mortgage), in proper form for filing in all jurisdictions that the Administrative Agent Required Lenders may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to behalf of the Senior Secured Parties on the Closing Date; (iii) the original certificates representing all Equity Interests in the each Borrower shall have been delivered to the Existing Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms form attached to the Pledge Agreement;Agreement relating to such Equity Interests; and (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (

Appears in 1 contract

Samples: Credit Agreement (Pacific Ethanol, Inc.)

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Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including relating to Pacific Holding, Madera, Boardman, the Lessee Collateral)Madera Plant and the Xxxxxxxx Plant, and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five eight (5) Business Days 8) days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, IllinoisCalifornia, Iowa Oregon, Idaho, and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee any Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted LiensLiens and the Liens identified in Schedule 6.01(g)(i), which (in the case of Liens identified on Schedule 6.01(g)(i)) will be released and terminated on or before the initial Funding Date; (ii) UCC financing statements and other filings and recordations (including other than fixture filingsfilings or recordation of any Mortgage), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral with respect to each of Madera, Boardman, Pacific Holding, the Madera Plant and the Xxxxxxxx Plant, as described therein, therein and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower each of Madera, Xxxxxxxx and Pacific Holding shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms form attached to the Pledge Agreement;Agreement relating to such Equity Interests; and (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to each of Madera, Boardman, Pacific Holding, the Borrower Madera Plant and the ProjectXxxxxxxx Plant, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (Conditions to Closing - Delivery of Financing Documents) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first-priority Liens created thereunder.

Appears in 1 contract

Samples: Credit Agreement (Pacific Ethanol, Inc.)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa Delaware and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee Pledgor or the Lessee Pledgor Sponsor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted LiensLiens on the Collateral; (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described thereinCollateral, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates certificate representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order Agreement relating to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge AgreementInterests; and (viiv) with respect to the Borrower Borrower, the Pledgor, the Sponsor and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (4.1 that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first-priority Liens created thereunder.

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa Nevada and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) (

Appears in 1 contract

Samples: Credit Agreement (Nova Biosource Fuels, Inc.)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including relating to the Lessee Collateral)Borrower and the Project, and the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: (i) completed requests for information or lien search reports, dated no more than five (5) Business Days days (or such other, longer other time period reasonably acceptable to the Administrative Agent) before the Closing Effective Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Delaware, Illinois, Iowa South Dakota and any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, the Pledgor, the Lessee Borrower or the Lessee Pledgor as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings, which shall show no Liens other than Permitted Liens; (ii) acknowledgment copies or stamped receipt copies (or satisfactory confirmation of submission for filing) of proper UCC financing statements statements, fixture filings and other filings and recordations (including fixture filings)recordations, in proper form for filing duly filed in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein; (iii) mortgage release and UCC termination statements, in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable, terminating the existing mortgages and all existing UCC financing statements and fixture filings covering the Collateral relating to the Subordinated Debt (as defined in the Original Credit Agreement), and such mortgage release and each such UCC financing termination statement and other filing or recordation shall be duly filed on or prior to the Closing Effective Date; (iiiiv) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order Agreement relating to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date;Equity Interests; and (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) completion of all other actions, recordings and filings of or with respect to the Security Documents delivered pursuant to Section 6.01(a) ()

Appears in 1 contract

Samples: Senior Credit Agreement (Advanced BioEnergy, LLC)

Lien Search; Perfection of Security. The Collateral Agent shall have been granted a first priority perfected security interest in all Collateral (including the Lessee Collateral), and the TCF Administrative Agent shall have received evidence satisfactory copies or evidence, as to the case may be, TCF Administrative Agent and the Senior Lenders of the following actions in connection with the perfection of the SecurityCollateral: (i) completed requests for information or lien copies of the Uniform Commercial Code search reports and tax lien, judgment and litigation search reports, dated no more than five (5) Business Days (or such other, longer time period reasonably acceptable to the Administrative Agent) as of a recent date before the Closing Date, listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in for the States of Delaware, IllinoisTexas, Iowa and any other jurisdictions jurisdiction reasonably requested by the TCF Administrative Agent that name the Borrower, the Pledgor, the Lessee or the Lessee Pledgor as a debtorand each RG Facility Entity, together with copies of each such UCC financing statement, fixture filing or other filingsfilings listed therein, which shall show evidence no Liens on the Collateral, other than Permitted Liens;; and (ii) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Documents covering the Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (iii) the original certificates representing all Equity Interests in the Borrower shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Pledge Agreement; (iv) UCC financing statements and other filings and recordations (including fixture filings), in proper form for filing in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Lessee Security Documents covering the Lessee Collateral described therein, and each such UCC financing statement and other filing or recordation shall be duly filed on or prior to the Closing Date; (v) the original certificates representing all Equity Interests in the Lessee shall have been delivered to the Collateral Agent, in each case together with a duly executed irrevocable proxy and a duly executed transfer power in the forms attached to the Lessee Pledge Agreement; and (vi) with respect to the Borrower and the Project, evidence of the making (which may be done on the Closing Date) completion of all other actions, recordings and filings of or with respect to the Senior Security Documents delivered pursuant that the TCF Administrative Agent or any Senior Lender may deem necessary or reasonably desirable in order to Section 6.01(aperfect the first-priority (subject to Permitted Liens) Liens created thereunder, including (A) the delivery by Pledgor to the P1 Collateral Agent of the original certificates representing |US-DOCS\145399031.8|| (1) all Equity Interests in the Borrower, together with duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Pledge Agreement and (2) all Equity Interests in InsuranceCo and LandCo held by the Borrower, together with, if applicable, duly executed transfer powers and irrevocable proxies in substantially the form attached to the P1 Security Agreement, (B) if applicable, the delivery to the P1 Collateral Agent of original certificates representing all notes or other instruments representing Permitted Subordinated Debt, in each case, duly indorsed to the P1 Collateral Agent or in blank in accordance with a Pledge of Subordinated Debt Agreement, and (C) the filing of UCC-l financing statements.

Appears in 1 contract

Samples: TCF Credit Agreement (NextDecade Corp.)

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