Personal Property Collateral. The Administrative Agent shall have received: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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; (ii) UCC financing statements 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; (iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices; (iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto; (v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral; (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and (vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 6 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralLoan Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and (B) tax lien, judgment and bankruptcy searches;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of material Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each jurisdiction required by Law to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.;
Appears in 4 contracts
Samples: Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and
(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(iA) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;; and
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent extent required to be delivered, filed, registered or recorded pursuant to the Pledge Agreementterms and conditions of the Collateral Documents, together with duly executed in blankall instruments, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Good Times Restaurants Inc.), Credit Agreement (Jamba, Inc.), Credit Agreement (Good Times Restaurants Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office and jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens and Liens that are to be terminated on the Closing Date;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the CollateralIntellectual Property;
(v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and
(viii) such duly executed account control agreements as requested by the Administrative Agent with respect to Collateral for which a control agreement is required for perfection of the Administrative Agent’s security interest in under the CollateralUniform Commercial Code.
Appears in 3 contracts
Samples: Credit Agreement (Gencorp Inc), Credit Agreement (Gencorp Inc), Credit Agreement (Gencorp Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office state of incorporation or organization of each Credit Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed necessary by the Administrative Agent’s security interest in the Collateral, Agent and copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liensjurisdictions;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental officesoffices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock or transfer powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper individually in excess of $500,000 in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in such instruments and chattel paper;
(vi) with respect to the Collateraldeposit accounts and securities accounts of the Credit Parties, such control agreements as may be required pursuant to the terms of Section 5.14; and
(vii) such other duly executed agreements or consents as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office and jurisdiction of formation or organization of each Credit Party Party, as applicable, and each jurisdiction where any Collateral is located or 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 LiensLiens and Liens that are to be terminated on the Closing Date and (B) tax lien and judgment searches;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the CollateralIntellectual Property;
(v) all stock certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Bravo Brio Restaurant Group, Inc.), Credit Agreement (Bravo Brio Restaurant Group, Inc.), Credit Agreement (Bravo Brio Restaurant Group, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of the chief executive office incorporation of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements 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;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent’s sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent; and
(vii) certificates (if any) representing the Pledged Equity referred to in each of the Security Agreements accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt indorsed in blank.
Appears in 3 contracts
Samples: Credit Agreement (Aviv Reit, Inc.), Credit Agreement (Aviv Reit, Inc.), Credit Agreement (Bellingham II Associates, L.L.C.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Pledged Equity and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;; in each case to the extent such Pledged Equity is certificated; and
(v) such patent/trademark/copyright filings as requested by to the Administrative Agent in order extent required to perfect be delivered, filed, registered or recorded pursuant to the Administrative Agent’s security interest in terms and conditions of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Security Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.;
Appears in 2 contracts
Samples: Credit Agreement (Fiesta Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist (or the same have been appropriately terminated) other than Permitted LiensLiens and (B) tax lien, judgment and pending litigation searches, the results of which shall be acceptable to the Administrative Agent in its discretion;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofto the extent applicable, and Liens onstock or membership certificates, Intellectual Property of each Credit Party in if any, evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreements and duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s discretion, to perfect the Lenders’ security interest in the Collateral;
(viv) all instruments Instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) the Account Control Agreement and the Securities Account Control Agreement; and
(vii) duly if applicable, executed consents as are necessary, in the Administrative Agent’s sole discretion, control agreements necessary to perfect any Collateral where the Administrative Agent’s security interest in the Collateralperfection thereof is by control.
Appears in 2 contracts
Samples: Credit Agreement (Northstar Realty), Credit Agreement (Northstar Realty)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and the jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole Agents’ discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party Party’s Intellectual Property in the appropriate governmental offices;
(iv) such patent/trademark/copyright filings as requested by the Agents in order to perfect the Administrative Agent’s security interest in the Credit Parties’ Intellectual Property;
(v) all certificates stock certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole Agents’ discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral; and
(viii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords of such real property that the Borrower is able to obtain by using its commercially reasonable efforts.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and (B) tax lien, judgment and pending litigation searches;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each the Credit Party Parties in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) 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 CollateralIntellectual Property;
(viiii) all instruments and chattel paper completed UCC financing statements for each appropriate jurisdiction as is necessary, in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(iv) with respect to the stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers; and
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 2 contracts
Samples: Secured Bridge Credit Agreement (GateHouse Media, Inc.), First Lien Credit Agreement (GateHouse Media, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(ivii) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
(viii) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; and
(vii) in the case of any personal property Collateral located at a premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.
Appears in 2 contracts
Samples: Bridge Credit Agreement (American Financial Realty Trust), Bridge Credit Agreement (American Financial Realty Trust)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper having a value in excess of $25,000 in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Jw Childs Equity Partners Ii Lp), Credit Agreement (Signal Medical Services)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party owning any portion of the tangible personal property Collateral and each jurisdiction where any tangible personal property Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the any Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(viv) such patent/trademark/copyright filings duly executed notices of grant of security interest as requested by are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(viv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(viivi) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vii) in the case of any tangible personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.; and
(viii) A copy of each Material Contract.
Appears in 2 contracts
Samples: Credit Agreement (CNL Retirement Properties Inc), Credit Agreement (CNL Retirement Properties Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Pluma Inc), Credit Agreement (Resortquest International Inc)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of the chief executive office incorporation of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements 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;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent’s sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.; and
(vii) a copy of each Material Contract.
Appears in 2 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of the chief executive office incorporation of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements 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;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent’s sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and
(vii) a copy of each Material Contract.
Appears in 2 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy searches;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect (or reaffirm) the Administrative Agent’s security interest in the Collateral;
(iv) to the extent not already delivered in connection with the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, in each case to the extent such Pledged Equity is certificated;
(v) [reserved];
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents and not already delivered, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.[reserved];
Appears in 2 contracts
Samples: Amended and Restated Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of the chief executive office organization of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements 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;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent’s sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and
(vii) a copy of each Material Contract.
Appears in 2 contracts
Samples: Credit Agreement (Brookdale Senior Living Inc.), Credit Agreement (Brookdale Senior Living Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens 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 reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and
(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in Collateral to the Administrative Agent’s sole discretion, extent required to perfect be perfected hereunder or under the Administrative Agent’s security interest in the CollateralSecurity Documents.
Appears in 2 contracts
Samples: Credit Agreement (Innophos Holdings, Inc.), Credit Agreement (Innophos Holdings, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:
(ia) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(iib) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iiic) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(ivd) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(ve) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(vif) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the CollateralCollateral to the extent required under the Security Agreement; and
(viig) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Pierre Leasing LLC), Credit Agreement (Fresh Foods Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
thereto (v) unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such patent/trademark/copyright filings as requested stock powers are deemed unnecessary by the Administrative Agent in order to perfect its reasonable discretion under the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any law of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateraljurisdiction of incorporation of such Person); and
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (M & M Properties Inc), Credit Agreement (National Equipment Services Inc)
Personal Property Collateral. The Administrative Agent shall have receivedreceived the following:
(i) the results of recent searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Credit Loan Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(viv) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(viv) all instruments and chattel paper (if any) in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(viivi) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.), Amendment No. 1 and Joinder Agreement (Ryman Hospitality Properties, Inc.)
Personal Property Collateral. The Administrative Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Collateral Agent to the extent necessary to perfect the Lenders' security interest in the Collateral;
(iv) all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Agent Lenders pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code UCC filings in the jurisdiction of organization of each Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist on any of the Collateral other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as reasonably requested by the Agent;
(iv) all certificates stock certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings Deposit Account Control Agreements, Securities Account Control Agreements, and Commodities Account Control Agreements with respect to all deposit accounts and commodities accounts of the Credit Parties listed on Schedule 6.32, except as requested by the Administrative Agent otherwise provided in order to perfect the Administrative Agent’s security interest in the Collateral;Section 7.8(g); and
(vi) to the extent required under the Security Documents, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 2 contracts
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.), Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of the chief executive office organization of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent's sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and
(vii) a copy of each Material Contract.
Appears in 2 contracts
Samples: Credit Agreement (Brookdale Senior Living Inc.), Credit Agreement (Brookdale Senior Living Inc.)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s '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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Collateral Agent’s 's security interest in the Collateral;
(iii) searches duly executed notices of ownership of, and Liens on, Intellectual Property grant of each Credit Party security interest in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to form required by the Security Agreement as are necessary, in the Administrative Agent pursuant to the Pledge AgreementAgent's sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Collateral Agent’s 's security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Collateral Agent’s 's security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Collateral Agent’s 's security interest in the Collateral; and
(vi) in the case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Hercules Inc), Credit Agreement (Hercules Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and litigation searches;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofstock or membership certificates, if any, evidencing the Pledged Equity and Liens on, Intellectual Property of undated stock or transfer powers duly executed in blank; in each Credit Party in case to the appropriate governmental offices;extent such Pledged Equity is certificated; DB1/ 88815292.10
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent extent required to be delivered, filed, registered or recorded pursuant to the Pledge Agreementterms and conditions of the Collateral Documents, together with duly executed in blankall instruments, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(viiv) evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement have been taken (including receipt of duly executed consents as are necessary, payoff letters and UCC-3 termination statements) or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the Collateral;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgreement (other than the certificates evidencing the Capital Stock of Modtech and SPI which will be delivered pursuant to Section 7.16(c)), together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(iA) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist (or the same have been appropriately terminated) other than Permitted LiensLiens and (B) tax lien, judgment, bankruptcy and pending litigation searches, the results of which shall be acceptable to the Administrative Agent in its discretion;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofstock or membership certificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreements and duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s discretion, to perfect the Lenders’ security interest in the Collateral;
(viv) all instruments Instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) the Account Control Agreement; and
(vii) duly if applicable, executed consents as are necessary, in the Administrative Agent’s sole discretion, control agreements necessary to perfect any Collateral where the Administrative Agent’s security interest in the Collateralperfection thereof is by control.
Appears in 1 contract
Personal Property Collateral. The Receipt by the Administrative Agent shall have receivedof the following:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office formation of each Credit Domestic Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed reasonably appropriate by 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;
(ii) UCC financing statements for each appropriate jurisdiction as is reasonably necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its discretion under the Law of the jurisdiction of organization of such Person);
(iv) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate United States governmental offices;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s duly executed notices of grant of security interest in the Collateral;
(vi) all instruments and chattel paper in form required by the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents Security Agreement as are reasonably necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralUnited States registered intellectual property of the Loan Parties; and
(vi) in the case of any personal property Collateral located at a premises leased by a Domestic Loan Party, the Company shall use commercially reasonable efforts to obtain such estoppel letters, consents and waivers from the landlords on such real property as may be reasonably required by the Administrative Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office and jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens and Liens that are to be terminated on the Closing Date;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the CollateralIntellectual Property;
(v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Credit Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Loan Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper (if any) in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; andand CHAR1\1351553v8 73
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) certified copies, each as of a recent date, of (A) UCC searches of Uniform Commercial Code filings in the jurisdiction of jurisdictions specified in the chief executive office of Perfection Certificate with respect to each Credit Party, together with copies of all filings disclosed by such searches, (B) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Credit Party as debtor and each jurisdiction where that are filed in the state and county jurisdictions in which any Collateral Credit Party is located organized or where a filing would need to be made in order to perfect maintains its principal place of business, and (C) such other searches that 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 LiensAgent reasonably requests;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessarynecessary or appropriate, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership ofcertificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementSecurity Agreement and undated transfer powers with respect thereto, together with duly executed in blank, undated stock powers attached thereto;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and
(viv) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ 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;
(ii) UCC Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest interests in the Collateral;
(iii) searches of ownership ofduly executed consents as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental officesAdministrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral, including, without limitation estoppel letters, consents and/or waivers from landlords to the extent the Borrower is able to secure such letters, consents and waivers after using commercially reasonable efforts;
(iv) all certificates evidencing any certificated Capital Stock pledged to searches of ownership of Intellectual Property in the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) 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 Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the CollateralIntellectual Property; and
(viiv) duly executed consents as are necessarystock or membership certificates, in to the extent not previously delivered to the Administrative Agent’s sole discretion, evidencing the Capital Stock pledged to perfect the Administrative Agent’s security interest Agent pursuant to the Pledge Agreement, along with duly executed in the Collateralblank undated stock or transfer powers.
Appears in 1 contract
Samples: Credit Agreement (Pantry Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(iA) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and pending litigation 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interest pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral[reserved];
(vi) all instruments and chattel paper in the possession of any of the Credit PartiesParties having a value in excess of $100,000 in the aggregate, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral[Reserved];
(viii) [Reserved].
Appears in 1 contract
Personal Property Collateral. The Administrative Agent (or the Control Agent in the case of Collateral where perfection of a security interest requires possession of such Collateral) shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and (B) tax lien, judgment and pending litigation searches as reasonably required by the Administrative Agent;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Material IP;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates with respect to the stock or membership certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Samples: First Lien Credit Agreement (American Pacific Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy searches;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in Intellectual Property; 95
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect (or reaffirm) the Administrative Agent’s security interest in the Collateral;
(iv) to the extent not already delivered in connection with the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, in each case to the extent such Pledged Equity is certificated;
(v) [reserved];
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents and not already delivered, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.[reserved];
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of incorporation or formation, as applicable, of the chief executive office of each Credit Party Additional Guarantor and each jurisdiction where any Collateral is located or 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 LiensLiens 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and
(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;[Intentionally Omitted]
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral, including, but not limited to, such trademark notices and filings as necessary or appropriate, in the Administrative Agent's discretion, to perfect the security interests therein;
(vi) all instruments and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(viii) in the case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent.
Appears in 1 contract
Samples: Credit Agreement (Simcala Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office office, the state of organization, and the state of incorporation, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence evidencing that no Liens exist other than Permitted LiensLiens and (B) tax lien, judgment and pending litigation searches in such jurisdictions;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the CollateralIntellectual Property;
(viiii) all instruments and chattel paper completed UCC financing statements for each appropriate jurisdiction as is necessary, in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s reasonable discretion, to perfect the Lenders’ security interest in the Collateral; and
(iv) with respect to the stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, copies of such stock or membership certificates (together with duly executed in blank undated stock powers or transfer powers) delivered to the First Lien Administrative Agent pursuant to the First Lien Credit Documents.
(v) [RESERVED].
(vi) [RESERVED].
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral[RESERVED].
Appears in 1 contract
Samples: Second Lien Term Loan Facility (Horizon Lines, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Pledged Equity and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;in each case, to the extent such Pledged Equity is certificated; and CHAR1\0000000x0
(v) such patent/trademark/copyright filings as requested by subject to Section 6.18, to the Administrative Agent in order extent required to perfect be delivered, filed, registered or recorded pursuant to the Administrative Agent’s security interest in terms and conditions of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:: ----------------------------
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
thereto (v) unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such patent/trademark/copyright filings as requested stock powers are deemed unnecessary by the Administrative Agent in order to perfect its reasonable discretion under the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any law of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateraljurisdiction of incorporation of such Person); and
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code UCC filings in the jurisdiction of organization of each Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist on any of the Collateral other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as reasonably requested by the Agent;
(iv) all certificates stock certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings Deposit Account Control Agreements and Commodities Account Control Agreements with respect to all deposit accounts and commodities accounts of the Credit Parties listed on Schedule 6.32, except as requested by the Administrative Agent otherwise provided in order to perfect the Administrative Agent’s security interest in the Collateral;Section 9.10; and
(vi) to the extent required under the Security Documents, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
Personal Property Collateral. The Receipt by the Administrative Agent shall have receivedof:
(i) searches of Uniform Commercial Code filings in the jurisdiction of organization of each Credit Party, the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion's commercially reasonable judgment, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all stock certificates evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the CollateralCollateral to the extent required under the Security Agreement; and
(viivi) duly executed consents as are necessaryLockbox Agreements with respect to all deposit accounts of the Credit Parties, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateralexcept for xxxxx cash and payroll accounts.
Appears in 1 contract
Samples: Credit Agreement (Industrial Distribution Group Inc)
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or and where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as it is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) all certificates evidencing any certificated Capital Stock the collateral pledged to the Administrative Collateral Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, blank undated stock transfer powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the such Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Domestic Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Collateral Agent to the extent necessary to perfect the Lenders' security interest in the Collateral;
(iv) all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Agent Lenders pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Domestic Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(vi) such estoppel letters, consents and waivers from landlords of real property leased to a Credit Party as may be reasonably requested by the Collateral Agent; and
(vii) duly executed consents such other collateral documentation as are necessary, may be required by the Collateral Agent in the Administrative Agent’s its sole discretion, reasonable discretion in order to perfect and protect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Us Can Corp)
Personal Property Collateral. The Administrative Agent shall have received:
(i) updated searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Credit Loan Party and each jurisdiction where any Collateral is located or 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;
(ii) duly executed UCC financing statements 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;
(iii) updated searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Loan Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper (if any) in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office and jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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 LiensLiens and Liens that are to be terminated on the Closing Date;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the CollateralIntellectual Property;
(v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(viii) subject to Section 5.14(c), such duly executed account control agreements as requested by the Administrative Agent with respect to Collateral for which a control agreement is required for perfection of the Administrative Agent's security interest under the Uniform Commercial Code.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office organization, incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the active financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; and
(A) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of issued, registered or applied-for patents, trademarks and copyrights 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 such Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Pledged Equity and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;; in each case to the extent such Pledged Equity is certificated; and
(v) such patent/trademark/copyright filings as requested by to the Administrative Agent in order extent required to perfect be delivered, filed, registered or recorded pursuant to the Administrative Agent’s security interest in terms and conditions of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.1204724.01-CHISR02A - MSW CHAR1\1886837v5
Appears in 1 contract
Samples: Credit Agreement (SP Plus Corp)
Personal Property Collateral. The Administrative Agent shall have received:
(i) termination of all UCC-1 financing statements in favor of Bank Boston, N.A. and UBS AG, Stamford Branch and searches of Uniform Commercial Code UCC filings in the jurisdiction of organization of each Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that that, upon filing of such termination statements for all such UCC-1 financing statements in favor of Bank Boston, N.A. and UBS AG, Stamford Branch, no Liens exist other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as reasonably requested by the Agent;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached theretothereto (other than the Capital Stock of Lion Oil);
(v) such patent/trademark/copyright filings Deposit Account Control Agreements and Commodities Account Control Agreements with respect to all deposit accounts and commodities accounts of the Credit Parties listed on Schedule 6.32, except as requested by the Administrative Agent otherwise provided in order to perfect the Administrative Agent’s security interest in the Collateral;Section 9.10; and
(vi) to the extent required under the Security Documents, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Samples: Senior Secured Working Capital Credit Facility (Transmontaigne Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC and PPSA filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy 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 and filed PPSA financing statements 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;
(iiiiv) searches of ownership ofstock or membership certificates, if any, evidencing the Pledged Equity, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;; in each case to the extent such Pledged Equity is certificated; and
(v) such patent/trademark/copyright filings as requested by to the Administrative Agent in order extent required to perfect be delivered, filed, registered or recorded pursuant to the Administrative Agent’s security interest in terms and conditions of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) to the extent not previously received by the Collateral Agent, duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, of registrations and Liens on, applications for Material Intellectual Property of each Credit Party in the appropriate governmental officesoffices in the United States of America and such patent/trademark/copyright filings as requested by the Collateral Agent as are reasonably necessary to perfect the security interest of the Collateral Agent therein in the United States of America;
(iv) to the extent not previously received by the Collateral Agent, all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested to the extent not previously received by the Administrative Agent in order to perfect the Administrative Collateral Agent’s security interest in the Collateral;
(vi) , all instruments and chattel paper in the possession of any of a Credit Party as required pursuant to the Credit Parties, Collateral Documents together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens Xxxxx on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) certified copies, each as of a recent date, of (A) UCC searches of Uniform Commercial Code filings in the jurisdiction of jurisdictions specified in the chief executive office of Perfection Certificate with respect to each Credit Party, together with copies of all filings disclosed by such searches, (B) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Credit Party as debtor and each jurisdiction where that are filed in the state and county jurisdictions in which any Collateral Credit Party is located organized or where a filing would need to be made in order to perfect maintains its principal place of business, and (C) such other searches that 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 LiensAgent reasonably requests;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessarynecessary or appropriate, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership ofcertificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementSecurity Agreement and undated transfer powers with respect thereto, together with duly executed in blank, undated stock powers attached thereto;
(viv) such patent/trademark/copyright filings xxxx executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and
(viv) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and state of each Credit Party incorporation of the Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership ofconfirmation from the Custodian that, and Liens onall stock certificates, Intellectual Property of each Credit Party in if any, evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto, are in the possession of the Custodian or have been delivered to the Administrative Agent pursuant to the terms of the Custody Agreement and the Control Agreement;
(viv) such patent/trademark/copyright filings as requested by confirmation from the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) Custodian that, all instruments and chattel paper previously in the possession of any of the Credit PartiesBorrower, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and, are in the possession of the Custodian pursuant to the terms of the Custody Agreement and the Control Agreement;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretiondiscretion and pursuant to the terms of the Security Documents, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.; and
(vi) in the case of any personal property Collateral located at premises leased by the Borrower, such estoppel letters, consents and waivers from the landlords on such real property or bailees as may be required by the Administrative Agent..
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements (or amendments, if appropriate) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Administrative Agent Security Agreement as are necessary, in order the Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Samples: Loan Agreement (Aaipharma Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) duly executed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of regarding each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect such jurisdictions as deemed appropriate by 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;
(ii) UCC proper financing statements in form appropriate for each appropriate jurisdiction as is necessaryfiling under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property the IP Rights of each Credit Party in the appropriate United States governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementPledged Equity, together with duly executed in blank, undated stock powers (or their equivalent with respect to other Equity Interests) attached theretothereto (including, without limitation, certificates evidencing the Equity Interests of each Contributed Subsidiary, subject to release pursuant to the Joint Venture Contribution);
(v) such patent/trademark/copyright filings duly executed notices for filing with the United States Patent and Trademark Office and United States Copyright Office (and other applicable offices as requested by the Administrative Agent Agent) of the grant of security interest in order patents, trademarks and/or copyrights, in each case constituting Collateral each in the form required by the Security Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments each debt instrument and item of chattel paper in the possession of any of the Credit PartiesParties with a value in excess of $1,000,000 individually, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, a certificate of title with respect to each vehicle listed on Schedule 5.08(g) other than with respect to vehicles titled to the Acquired Companies and vehicles set forth in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the CollateralSchedule 6.15.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) termination of all UCC-1 financing statements in favor of Bank Boston, N.A. and UBS AG, Stamford Branch and searches of Uniform Commercial Code UCC filings in the jurisdiction of organization of each Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that that, upon filing of such termination statements for all such UCC-1 financing statements in favor of Bank Boston, N.A. and UBS AG, Stamford Branch, no Liens exist other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as reasonably requested by the Agent;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached theretothereto (other than the Capital Stock of Lion Oil);
(v) such patent/trademark/copyright filings Deposit Account Control Agreements and Commodities Account Control Agreements with respect to all deposit accounts and commodities accounts of the Credit Parties listed on Schedule 6.32, except as requested by the Administrative Agent otherwise provided in order to perfect the Administrative Agent’s security interest in the Collateral;Section 9.10; and
(vi) to the extent required under the Security Documents, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Senior Secured Working Capital Credit Facility (Transmontaigne Inc)
Personal Property Collateral. The Administrative Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and MSN Holdings, the state of incorporation of each jurisdiction Credit Party and MSN Holdings and each State where any Collateral with a value of at least $100,000 in the aggregate is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Collateral Agent in order to the extent necessary to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(viiv) all stock certificates evidencing the stock pledged to the Lenders pursuant to the Pledge Agreement and the Holdings Pledge Agreement, together with duly executed in blank undated stock powers attached thereto; and
(v) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Medical Staffing Network Holdings Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole 's reasonable discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Loan Party in the appropriate United States governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;; and
(vi) all instruments and chattel paper in the possession of any of the Credit PartiesLoan Parties as required by the Security Agreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Team Health Inc)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent’s security interest in the Collateral;
(iv) all stock certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents (including landlord waivers) as are necessaryrequested by the Administrative Agent and to the extent the Borrower is able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral).
Appears in 1 contract
Samples: Credit Agreement (Benihana Inc)
Personal Property Collateral. The Receipt by the Administrative Agent shall have receivedof the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole 's discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached with respect thereto;
(viv) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent's discretion, to perfect the Administrative Agent’s 's security interest in the CollateralCollateral (including patent, trademark and copyright notices and filings);
(viv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate are necessary, in the Administrative Agent's discretion, to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(viivi) duly executed consents as are necessary, in the Administrative Agent’s sole 's discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.;
Appears in 1 contract
Samples: Credit Agreement (Amerigroup Corp)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Loan Party and each jurisdiction where any Collateral is located or 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;
(ii) duly executed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Loan Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.; and
Appears in 1 contract
Samples: Credit Agreement (Inamed Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) certified copies, each as of a recent date, of (A) UCC searches of Uniform Commercial Code filings in the jurisdiction of jurisdictions specified in the chief executive office of Perfection Certificate with respect to each Credit Party, together with copies of all filings disclosed by such searches, (B) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Credit Party as debtor and each jurisdiction where that are filed in the state and county jurisdictions in which any Collateral Credit Party is located organized or where a filing would need to be made in order to perfect maintains its principal place of business, and (C) such other searches that 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 LiensAgent reasonably requests;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessarynecessary or appropriate, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership ofcertificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementSecurity Agreement and undated transfer powers with respect thereto, together with duly executed in blank, undated stock powers attached thereto;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;; and |US-DOCS\140878708.9||
(viv) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in and the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings under the UCC in the jurisdiction of the chief executive office organization of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC duly completed financing statements under the UCC for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect (or otherwise render opposable to third parties) the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) 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 Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; andCollateral to the extent required under the Security Agreement;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral; and
(vi) all stock certificates evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement and the Holdings Pledge Agreement, together with duly executed in blank undated stock powers attached thereto.
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent:
(i) searches of under the Uniform Commercial Code filings or equivalent Canadian legislation ("UCC") in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Collateral Agent pursuant to the Pledge AgreementAgreements, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreements, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the such Collateral; and;
(viivi) duly executed consents as are necessary, in the Administrative Agent’s sole discretioncase of any personal property Collateral located at premises leased by a Credit Party, evidence that such estoppel letters, consents and waivers from the landlords of such real property as may be required by the Collateral Agent shall have been delivered to perfect the Administrative Agent’s security interest in the Collateralsuch landlords with an appropriate request for execution.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) subject to the terms of the Intercreditor Agreement, all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) subject to the terms of the Intercreditor Agreement, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Amn Healthcare Services Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest interest, for the benefit of the Lenders, in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest interest, for the benefit of the Lenders, in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices and such United States or Canadian patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iv) all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the a Credit Parties, Party together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(viivi) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist (or the same have been appropriately terminated) other than Permitted LiensLiens and (B) tax lien, bankruptcy, judgment and pending litigation searches, the results of which shall be acceptable to the Administrative Agent in its discretion;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofstock or membership certificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreements and duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s discretion, to perfect the Lenders’ security interest in the Collateral;
(viv) all instruments Instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) the Account Control Agreement and the Homewood Account Control Agreement; and
(vii) duly if applicable, executed consents as are necessary, in the Administrative Agent’s sole discretion, control agreements necessary to perfect any Collateral where the Administrative Agent’s security interest in the Collateralperfection thereof is by control.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(iA) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralLoan Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensLiens and (B) tax lien, judgment and bankruptcy searches;
(ii) such 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, as may be desired by the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Pledged Equity and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto; in each case to the extent such Pledged Equity is certificated;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral[Reserved];
(vi) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Chase Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien and judgment searches;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofsubject to the Perfection Requirements, and Liens onstock or membership certificates, Intellectual Property of each Credit Party in if any, evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(viiiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral.; and
(v) a completed Perfection Certificate dated the Closing Date and signed by a an Authorized Officer of the Borrower, together with all attachments contemplated thereby;
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) to the extent not previously received by the Collateral Agent, duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, of registrations and Liens on, applications for Material Intellectual Property of each Credit Party in the appropriate governmental officesoffices in the United States of America and such patent/trademark/copyright filings with respect to the Material Intellectual Property as requested by the Collateral Agent as are reasonably necessary to perfect the security interest of the Collateral Agent therein in the United States of America;
(iv) to the extent not previously received by the Collateral Agent, all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested to the extent not previously received by the Administrative Agent in order to perfect the Administrative Collateral Agent’s security interest in the Collateral;
(vi) , all instruments and chattel paper in the possession of any of a Credit Party as required pursuant to the Credit Parties, Collateral Documents together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance reasonably satisfactory to the Lender:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lender's security interest in the Collateral, Collateral or where the Lender deems appropriate; copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s Lender's sole discretion, to perfect the Administrative Agent’s Lender's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative Agent’s Lender's security interest in the Collateral;
(viiv) all stock certificates evidencing the stock pledged to the Lender pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreements, together with allonges allonge or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lender's security interest in the Collateral; and;
(viivi) duly executed at the request of the Lender, copies of the Assigned Agreements (as defined in the Security Agreement), together with assignments and third party consents as are necessary, in the Administrative Agent’s sole discretion, may be necessary or appropriate to perfect the Administrative Agent’s Lender's security interest in the Collateral.such Assigned Agreements; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices as requested by the Administrative Agent and such patent, trademark and copyright filings as requested by the Administrative Agent;
(iv) all stock certificates evidencing any certificated Capital Stock the stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgreements, together with duly executed in blank, blank undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreements, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the such Collateral.
Appears in 1 contract
Samples: Credit Agreement (Maxim Group Inc /)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction such other jurisdictions where any Collateral is located or where a filing would need to be made in order to perfect (as reasonably determined by 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreements, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(viivi) all duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(iA) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties;
(iii) completed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementCollateral Documents, together with duly executed in blank, blank and undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by to the Administrative Agent in order extent required to perfect be delivered pursuant to the Administrative Agent’s security interest in terms of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(ii) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers or other appropriate assignments attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; andCollateral to the extent required under the Security Documents;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require; and
(vi) to the extent required herein or in the Security Documents, Lockbox/Deposit Account Control Agreement (or, with respect to Third-Party Accounts, ratification letters in form and substance reasonably satisfactory to the Agent) to the extent required by SECTION 2.4(b)(v) for all Credit Parties' deposit or other accounts, including, without limitation, all Third-Party Accounts, all Lockbox Accounts, and the Cash Concentration Account.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Loan Party and each jurisdiction where any Collateral is located or 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 LiensLiens and (B) tax lien and judgment searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties;
(iii) completed UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge AgreementCollateral Documents, together with duly executed in blank, blank and undated stock powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by to the Administrative Agent in order extent required to perfect be delivered pursuant to the Administrative Agent’s security interest in terms of the Collateral;
(vi) Collateral Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i1) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and the jurisdiction of formation of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii2) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole Agents’ discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii3) searches of ownership of, and Liens on, Intellectual Property of each Credit Party Party’s Intellectual Property in the appropriate governmental offices;
(iv4) such patent/trademark/copyright filings as requested by the Agents in order to perfect the Administrative Agent’s security interest in the Credit Parties’ Intellectual Property;
(5) all certificates stock certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi6) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(vii7) duly executed consents as are necessary, in the Administrative Agent’s sole Agents’ discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral; and
(8) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords of such real property that the Borrower is able to obtain by using its commercially reasonable efforts.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Collateral Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Collateral Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to duly executed notices of grant of security interest in the form required by the Pledge and Security Agreement as are necessary, in the Administrative Agent pursuant to the Pledge AgreementAgent's sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viv) all instruments and chattel paper in the possession of any of the Collateral Parties to the extent not previously delivered to the agent under the Existing Credit PartiesAgreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(viivi) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in any material Collateral; and
(vii) in the Collateralcase of any material personal property Collateral located at a premises leased by a Collateral Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Clubcorp Inc)
Personal Property Collateral. The Administrative Agent shall have received:received (in each case in form and substance reasonably satisfactory to the Administrative Agent):
(i) searches of Uniform Commercial Code filings in the jurisdiction state of organization of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located Borrower or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) UCC financing statements 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;
(iii) searches duly executed notices of ownership ofgrant of security interest as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge AgreementAgent’s sole discretion, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrower, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at a premises leased by the Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and
(vii) a copy of each Material Contract.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached theretothereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and
(viivi) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have receivedreceived the following:
(i) updated searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Credit Loan Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices[intentionally omitted];
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral[intentionally omitted]; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party, the State of incorporation or organization of each Credit Party and each jurisdiction where any Collateral is located or 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;
(ii) UCC financing statements 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;
(iii) searches of ownership ofduly executed consents as are necessary, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental officesAdministrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(iv) in the case of any warehouse, plant or other real property material to the Credit Parties’ business that is leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on real property leased by the Borrower or any of its Subsidiaries as reasonably requested by the Administrative Agent; and
(v) all certificates stock certificates, if any, evidencing any certificated the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have ---------------------------- received, in form and substance reasonably satisfactory to the Collateral Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or and where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as it is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental officesoffices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) all certificates evidencing any certificated Capital Stock the collateral pledged to the Administrative Collateral Agent pursuant to the Pledge Security Agreement, together with duly executed in blank, blank undated stock transfer powers attached thereto;; and
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of a Credit Party, as required by the Credit PartiesSecurity Agreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s Lenders' security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the such Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to Agents:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and the jurisdiction of formation of each Credit Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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 LiensEncumbrances;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretiondiscretion of Agents, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, of Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) such patent/trademark/copyright filings as requested by Agents in order to perfect Administrative Agent's security interest in the Intellectual Property;
(v) all certificates stock certificates, if any, evidencing any certificated Capital Stock the capital stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, blank undated stock powers attached thereto;
(v) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral;
(vi) all instruments and chattel paper in the possession of any of the Credit Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; and;
(vii) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(viii) in the case of any personal property Collateral located at premises leased by a Loan Party, a Landlord Consent and Estoppel from the landlord of such real property; and
(ix) duly executed account control agreements with respect to the Collateral for which a control agreement is required for perfection of Administrative Agent's security interest under the Uniform Commercial Code.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or 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 LiensLiens 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 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;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices;
(iv) all certificates stock or membership certificates, if any, evidencing any certificated Capital Stock the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreement and undated stock or transfer powers duly executed in blank, undated stock powers attached thereto;
(v) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments instruments, documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' 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;
(ii) UCC to the extent not previously received by the Agent, duly executed financing statements under the UCC for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) to the extent not previously received by the Agent, searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) to the extent not previously received by the Agent, all stock certificates evidencing the stock pledged to the Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto; and
(v) to the extent not previously received by the Agent, all instruments and chattel paper in the possession of any of the a Credit Parties, Party together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist (or the same have been appropriately terminated) other than Permitted LiensLiens and (B) tax lien, judgment, bankruptcy and pending litigation searches, the results of which shall be acceptable to the Administrative Agent in its discretion;
(ii) completed UCC financing statements 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;
(iii) searches of ownership ofstock or membership certificates, and Liens onif any, Intellectual Property of each Credit Party in evidencing the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with Agreements and duly executed in blank, blank undated stock powers attached theretoor transfer powers;
(viv) such patent/trademark/copyright filings duly executed consents as requested by the Administrative Agent are necessary, in order to perfect the Administrative Agent’s discretion, to perfect the Lenders’ security interest in the Collateral;
(viv) all instruments Instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) the Account Control Agreement and the Securities Account Control Agreement; and
(vii) duly if applicable, executed consents as are necessary, in the Administrative Agent’s sole discretion, control agreements necessary to perfect any Collateral where the Administrative Agent’s security interest in the Collateralperfection thereof is by control.
Appears in 1 contract
Samples: Credit Agreement (CapLease, Inc.)
Personal Property Collateral. The Administrative Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s '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;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, Intellectual Property of each Credit Party intellectual property in the appropriate governmental offices;
(iv) all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto;
(v) offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Collateral;
(viiv) all instruments and chattel paper in the possession of any of the Credit PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral; andCollateral to the extent required under the Security Agreement;
(viiv) duly executed consents as are necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property as the Agent may require; and
(vi) duly executed lockbox agreements and/or lockbox letters in the form of Exhibit G-1 and G-2, as applicable, with respect to each bank account of the Borrowers (other than payroll and xxxxx cash bank accounts maintained as zero balance accounts and other similar bank accounts having limited or no activity and balances of not more than $10,000).
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
