UCC Matters. Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.
UCC Matters. From and after the Closing Date, Seller will promptly refer all inquiries with respect to ownership of the Assets or the Business to Purchaser. In addition, Seller will execute such documents and financing statements as Purchaser may request from time to time to evidence transfer of the Assets to Purchaser, including any necessary assignments of financing statements.
UCC Matters. From and after the Closing Date, the Seller will promptly refer all inquiries with respect to ownership of the Transferred Assets or the Business to the Buyer. In addition, the Seller will execute such documents and financing statements as the Buyer may reasonably request from time to time to evidence transfer of the Transferred Assets to the Buyer, including any necessary assignments of financing statements.
UCC Matters. The undersigned confirms, agrees and acknowledges that (i) the Pledgors own all of the issued and outstanding shares of the undersigned, (ii) notwithstanding any provisions in the Organizational Documents, each Pledgor is hereby authorized and permitted to pledge, assign and grant a security interest in the Pledged Collateral in favor of Administrative Agent pursuant to the Pledge Agreement, and (iii) this Agreement and Acknowledgment is intended to, and shall, provide Administrative Agent with “control” over the Pledged Collateral within the meaning of Articles 8 and 9 of the UCC.
UCC Matters. 55 11.11 Covenant Not to Compete.................................................. 55 11.12 Cooperation.............................................................. 55
UCC Matters. Part 2.5(d) of Annex 2 to the Existing Note Purchase Agreements sets forth with respect to the Issuer and each Guarantor, as of the First Restatement Date:
(i) each name under which such Person conducts or has conducted all or a portion of its business operations, and
(ii) the location of the principal executive office of each such Person. Neither the Issuer nor any Guarantor has changed its name or the name under which it conducts its business operations within the immediately preceding period of five (5) years.
UCC Matters. Evidence that actions taken to perfect and protect Xxxxx’s interest in the Purchased Loans and other Repurchase Assets have been taken, including, without limitation, duly completed and filed Uniform Commercial Code financing statements.
UCC Matters. Part 2.5(d) of Annex 2 sets forth with respect to the Company and each Guarantor, as of the Closing Date:
(i) each name under which such Person conducts or has conducted all or a portion of its business operations, and
(ii) the location of the principal executive office of each such Person. Neither the Company nor any Guarantor has changed its name or the name under which it conducts its business operations within the immediately preceding period of five (5) years.
UCC Matters. Pledgors acknowledge and Bank represents that each of the Security Deposit Accounts is a “deposit account” as defined in Section 9-102(29) of the UCC. In connection therewith:
(a) Bank represents that it is an organization that is engaged in the business of banking and therefore is a “bank” within the meaning of Section 9-102(8) of the UCC.
(b) Except to the extent provided in Section 12 hereof, Bank subordinates any security interest in the Collateral which Bank has or may have to the security interest of Agent in the Collateral.
(c) Subject to the provisions of Sections 3 and 5 hereof, Bank agrees to follow the directions originated by Agent with respect to the Collateral without further consent of any Pledgor.
(d) Bank represents that the Bank’s “jurisdiction” (as determined by the rules set forth in Section 9-304(b) of the UCC) is New York.
UCC Matters. Seller’s “location” as such term is defined in the applicable UCC is its jurisdiction of organization specified in the preamble to this Agreement, and the address or addresses at which it keeps its records concerning the Proposed Receivables is as set forth herein or otherwise identified to the Purchaser in writing.
