Personal Property Collateral. Agent shall have received: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect 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 Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral; (iii) evidence that all Instruments and Chattel Paper in the possession of any of Obligors with a value in excess of $1,000,000, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agent; (iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and (v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Calumet Specialty Products Partners, L.P.)
Personal Property Collateral. Agent The Lender shall have received, in form and substance satisfactory to the Lender:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Obligor Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agentthe Lender’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 Lender in order to perfect the Lender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in Agentthe Lender’s reasonable sole discretion, to perfect Agentthe Lender’s security interest in the Collateral;
(iiiiv) evidence that 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) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all Instruments instruments, documents and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect Agentthe Lender’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvi) in the case Statement of any personal property Collateral located at a premises leased Purpose for an Extension of Credit Secured by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent Margin Stock (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Federal Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlordForm U-1).
Appears in 2 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent’s 's security interest in the CollateralCollateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain 52 70 field offices), 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 Agent’s 's reasonable discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper searches of ownership of intellectual property in the possession of any of Obligors with a value appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in excess of $1,000,000, together with allonges or assignments as may be necessary or appropriate order to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;
(iv) all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed Lien Waivers and in blank, undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such other 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 Agent in order to perfect the Agent's security interest in the Collateral; and
(vi) duly executed consents as are necessary, in the Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Collateral.
Appears in 1 contract
Sources: Syndication Amendment and Assignment (Profit Recovery Group International 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 (or the foreign equivalent) in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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) 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 (or foreign equivalent) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral;
(iiiiv) evidence that all Instruments and Chattel Paper subject to Section 5.16, with respect to the stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements, duly executed in the possession of any of Obligors with a value in excess of $1,000,000, together with allonges blank undated stock or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agenttransfer powers;
(ivv) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentCollateral; and
(vvi) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
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 organization of each Obligor 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, and (B) tax lien and judgment searches;
(ii) searches of ownership of Intellectual Property of each Loan Party in the United States Copyright Office and the United States Patent and Trademark Office 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 reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of each Loan Party;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iiiiv) evidence that to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificates and endorsements of, or notations on, such certificates evidencing Equity Interests pledged pursuant to the terms of the Collateral Documents, together with undated stock or transfer powers duly executed in blank; and
(v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all Instruments instruments, documents and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. Except as set forth in Section 5.12, on the Effective Date, each applicable Credit Party shall have duly authorized, executed and delivered the Pledge Agreements to which such Person is a party in form and substance satisfactory to the Administrative Agent to the Administrative Agent and 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 state of incorporation or organization and the chief executive office of each Obligor of the Credit Parties that is pledging Collateral pursuant to the Pledge Agreements and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect as reasonably deemed necessary 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;
(iiB) UCC financing statements or other appropriate filing for each appropriate jurisdiction as is necessarynecessary or desirable, in the Administrative Agent’s reasonable sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iiiC) all stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock or transfer powers attached thereto;
(D) all promissory notes, if any, evidencing loans and advances from the Company or any Domestic Guarantor to any Subsidiary (including, without limitation, the Intercompany Note), together with duly executed allonges or other endorsements attached thereto;
(E) such local counsel opinions with respect to the Pledge Agreements and the perfection of security interests granted thereunder as the Administrative Agent may reasonably require; and
(F) evidence that all Instruments and Chattel Paper other actions necessary or, in the possession reasonable opinion of any of Obligors with a value in excess of $1,000,000the Administrative Agent, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretiondesirable, to perfect Agent’s the security interest in interests purported to be created by the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substancePledge Agreements have been taken, and with financial institutions, reasonably satisfactory to Agent; and
(v) the Pledge Agreements shall be in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents full force and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)effect.
Appears in 1 contract
Sources: Credit Agreement (Alliance One International, 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 and state of incorporation of each Obligor 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 reasonable sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) evidence that searches of ownership of Intellectual Property in the appropriate governmental offices;
(iv) 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;
(v) all Instruments 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 chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral, have been delivered to Agent;
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; andCollateral;
(vviii) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property or bailees as may be required by Agent the Administrative Agent; and
(it being understood that Agent may in its discretion elect ix) duly executed account control agreements with respect to provide Collateral which a control agreement is required for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu perfection of requiring a letter, consent or waiver from such landlord)the Administrative Agent’s security interest under the Uniform Commercial Code.
Appears in 1 contract
Personal Property Collateral. Agent The Lender shall have received, in form and substance satisfactory to the Lender:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Obligor Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agentthe Lender’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 Lender in order to perfect the Lender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in Agentthe Lender’s reasonable sole discretion, to perfect Agentthe Lender’s security interest in the Collateral;
(iiiiv) evidence that 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) 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 chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect Agentthe Lender’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvii) in Qualifying Control Agreements satisfactory to the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from Lender to the landlords on such real Property as may extent required to be required by Agent (it being understood that Agent may in its discretion elect delivered pursuant to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Section 6.13.
Appears in 1 contract
Sources: Credit Agreement (Inseego Corp.)
Personal Property Collateral. The Collateral Agent shall will have received:
(i) searches of Uniform Commercial Code filings in to the jurisdiction of the chief executive office of each Obligor and each jurisdiction where any Collateral is located or where a filing would need extent required to be made delivered to the Collateral Agent under the Pledge and Security Agreement, certificates, if any, representing Capital Stock held by the Credit Parties and instruments, if any, representing Indebtedness owing to the Credit Parties, together with customary blank stock or other equity transfer powers and instruments of transfer and irrevocable powers duly executed in order to perfect 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 Liensblank;
(ii) UCC financing statements for the results of customary lien searches with regard to the Borrower and each appropriate jurisdiction as is necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral;Guarantor Subsidiaries; and
(iii) evidence that UCC financing statements in appropriate form for filing under the UCC, documents suitable for filing with the United States Patent and Trademark Office and United States Copyright Office and all Instruments other documents and Chattel Paper in instruments required under the possession of any of Obligors with a value in excess of $1,000,000Pledge and Security Agreement to be executed, together with allonges filed, registered or assignments recorded, as may be necessary or appropriate applicable, to establish and perfect the Collateral Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed first priority Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure (subject to Permitted Liens), in each case, in proper form for filing (if applicable); provided that, to the first priority thereof extent any Liens on the Collateral have not attached or are not perfected on the Closing Date (other than to the extent that a Lien on such Collateral may be perfected by (A) the filing of a financing statement under the UCC or (B) the delivery of certificated securities representing Capital Stock of direct wholly-owned material domestic Subsidiaries of the Borrower) after use of commercially reasonable efforts to do so, such attachment or perfection will not constitute a condition precedent to the borrowing on the Closing Date, but will be required in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Section 5.17.
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 Obligor 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 reasonable sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iiiiv) evidence that stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank;
(v) duly executed consents as are necessary, in 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 chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the 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, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s Lenders’ security interest in the Collateral and ensure to the first priority thereof in accordance with extent required to be perfected hereunder or under the terms of the Collateral Security Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect 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 Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper in the possession of any of Obligors with a value in excess of $1,000,0005,000,000, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Agent.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Personal Property Collateral. The 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of registrations and applications for Material Intellectual Property in the appropriate governmental offices 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 Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto; and
(v) to the extent not previously received by the Collateral Agent, all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000, Credit Party as required pursuant to the Collateral Documents together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. The Agent shall have received, in ---------------------------- form and substance reasonably satisfactory to the Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices as requested by the Agent and such patent, trademark and copyright filings as are reasonably necessary to perfect the security interest of the Agent therein in the United States of America;
(iv) all Instruments and Chattel Paper certificates, if any, evidencing any certificated Capital Stock pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank undated stock powers attached thereto;
(v) to the extent valued in excess of $100,000, each instrument or chattel paper in the possession of any of Obligors with a value in excess of $1,000,000Credit Party (including, without limitation, the Management Notes), as required by the Security Agreement, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the such Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvi) in asset appraisal reports on the case of any personal property Collateral located at a premises leased by an Obligorof the Borrower and its Subsidiaries, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect terms of which are reasonably acceptable to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Agent.
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office organization of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable sole discretion, to perfect the Agent’s security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto (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 Agent in order to perfect the Agent’s security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvii) in duly executed consents (including landlord waivers) as are requested by the case of any personal property Collateral located at a premises leased by an Obligor, Administrative Agent and to the extent the Borrower is able to secure such estoppel letters, consents and waivers from after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlordAdministrative Agent).
Appears in 1 contract
Sources: Credit Agreement (Benihana Inc)
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent’s 's security interest in the such 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 Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto (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 Agent in order to perfect the Agent's security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;; and
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Collateral.
Appears in 1 contract
Sources: Credit Agreement (Tripoint Global Communications Inc)
Personal Property Collateral. The 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) except as set forth in Section 7.16, all Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000Credit Party, as required by the Security Agreements, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the such Collateral, have been delivered to Agent;
(ivvi) duly executed Lien Waivers asset appraisal reports on the personal property of the Parent, the Borrowers and such other consents as are necessarytheir Subsidiaries, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of which are reasonably acceptable to the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent; and
(vvii) in the case certified copies of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)all Material License Agreements.
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of organization of each Borrower, the chief executive office of each Obligor Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect Agent’s security interest in the Collateralby a creditor of a Borrower, 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 Agent’s 's reasonable discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(v) except for the De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of the Borrowers listed on Schedule 9.10 to this Credit Agreement;
(vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, in form and Chattel Paper substance reasonably satisfactory to the Agent;
(vii) all instruments and chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Borrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral to the extent required under the Security Documents; and
(viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessaryincluding, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligorwithout limitation, such estoppel lettersAcknowledgment Agreements from lessors of real property, consents warehousemen and waivers from other third parties as the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)require.
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of organization of each Borrower, the chief executive office of each Obligor Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect Agent’s security interest in the Collateralby a creditor of a Borrower, 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 Agent’s 's reasonable discretion, to perfect the Agent’s 's security interest in the Collateral;
; (iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto; (v) except for the De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of the Borrowers listed on Schedule 9.10 to this Credit Agreement; (vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, in form and Chattel Paper substance reasonably satisfactory to the Agent; (vii) all instruments and chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Borrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral to the extent required under the Security Documents; and (viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessaryincluding, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligorwithout limitation, such estoppel lettersAcknowledgment Agreements from lessors of real property, consents warehousemen and waivers from other third parties as the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)require.
Appears in 1 contract
Personal Property Collateral. Agent The Lender shall have received, in form and substance satisfactory to the Lender:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Obligor Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agentthe Lender’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 United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property in the United States;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in Agentthe Lender’s reasonable sole discretion, to perfect Agentthe Lender’s security interest in the Collateral;
(iiiiv) evidence that 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) 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 (including, if necessary, relevant page(s) of the share register book of the companyCompany showing the pledge registration) and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect Agentthe Lender’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Sources: Credit Agreement (AstroNova, Inc.)
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 and tax and judgment liens in the jurisdiction of the chief executive office formation of each Obligor Loan Party and each other jurisdiction where any Collateral is located or where a filing would need reasonably required by the Administrative Agent, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be made in order to perfect Agent’s security interest in released on the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted LiensClosing Date;
(ii) UCC financing statements in form appropriate for filing for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral that can be perfected by filing a UCC financing statement;
(iii) evidence that all Instruments certificates evidencing any certificated Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank and Chattel Paper undated stock powers attached thereto;
(iv) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the 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, have been delivered to Agent;
(ivv) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Closing Date; and
(vi) duly executed Lien Waivers and such other consents grants of security interest in substantially 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 and ensure the first priority thereof in accordance with the terms United States registered intellectual property of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Loan Parties.
Appears in 1 contract
Personal Property Collateral. The 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) all Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000Credit Party, as required by the Security Agreements, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the such Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvi) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, evidence that such estoppel letters, consents and waivers from the landlords on of such real Property property as may be required by the Collateral Agent (it being understood that Agent may in its discretion elect shall have been delivered to provide such landlords with an appropriate request for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)execution.
Appears in 1 contract
Personal Property Collateral. The Collateral Agent shall have received:
(i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that to the extent not previously received by the Collateral Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) to the extent not previously received by the Collateral Agent, all Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) to the extent not previously received by the Collateral Agent, all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000Credit Party, as required by the Security Agreements, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;; and
(ivvi) duly executed Lien Waivers to the extent not previously received by the Collateral Agent, all Material Contracts to which a Credit Party is a party, if any, together with assignments and such other third party consents as are necessary, in Agent’s reasonable discretion, may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Material Contracts.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 duly executed financing statements (Form UCC-1) for each appropriate jurisdiction as is necessary, in the Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence appropriate duly executed termination statements (Form UCC-3) signed by all Persons disclosed as secured parties in the jurisdictions referred to in clause (i) above in form for filing under the Uniform Commercial Code of such jurisdictions, except that no termination statement shall be required as to any Permitted Liens;
(iv) searches of ownership of Intellectual Property in the appropriate governmental offices;
(v) all Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its sole discretion under the law of the jurisdiction of incorporation of such Person);
(vi) such patent, trademark and Chattel Paper copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(vii) all instruments and chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or such assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable sole discretion, to perfect the Agent’s security interest in the Collateral;
(iii) evidence that searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all Instruments certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (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) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s security interest in the Collateral, have been delivered to Agent;
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Agent’s reasonable sole discretion, to perfect the Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentCollateral; and
(vviii) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Agent.
Appears in 1 contract
Sources: Credit Agreement (Healthtronics Surgical Services 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 Obligor Borrowers, REIT Guarantor, LP Guarantor and each jurisdiction where any Collateral is located OP Guarantor 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 reasonable sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) evidence that duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) all Instruments instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Borrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral, have been delivered to Agent;
(ivv) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; andCollateral;
(vvi) in the case of any tangible personal property Collateral located at a premises leased by an Obligora Borrower, such estoppel letters, consents and waivers from the landlords on such real Property property as may be reasonably required by Agent the Administrative Agent; and
(it being understood that Agent may vii) certificates (if any) representing the Pledged Equity referred to in its discretion elect to provide for a Rent each of the Security Agreements accompanied by undated stock powers executed in blank and Costs Reserve instruments evidencing any pledged debt indorsed in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)blank.
Appears in 1 contract
Personal Property Collateral. Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect 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 Agent’s 's reasonable discretion, to perfect Agent’s 's security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper in the possession of any of Obligors with a value in excess of $1,000,0005,000,000, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s 's security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers ▇▇▇▇ ▇▇▇▇▇▇▇ and such other consents as are necessary, in Agent’s 's reasonable discretion, to perfect Agent’s 's security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Agent.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Personal Property Collateral. Agent The Lender shall have received, in form and substance satisfactory to the Lender:
(i) (A) searches of Uniform Commercial Code UCC filings in the jurisdiction of the chief executive office incorporation or formation, as applicable, of each Obligor Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agentthe Lender’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 Lender in order to perfect the Lender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in Agentthe Lender’s reasonable discretion, to perfect Agentthe Lender’s security interest in the Collateral;
(iiiiv) evidence that 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) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.17(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Lender);
(vi) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all Instruments instruments, documents and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect Agentthe Lender’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Sources: Credit Agreement (Sciquest Inc)
Personal Property Collateral. The 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent in order to perfect the Collateral Agent's security interest in the Collateral;
(iv) all Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank undated stock powers attached thereto;
(v) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000Credit Party, as required by the Security Agreements, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvi) in at the case request of any personal property the Collateral located at a premises leased by an ObligorAgent, such estoppel letterscopies of the Assigned Agreements, together with assignments and third party consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may necessary or appropriate to perfect the Lenders' security interest in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Assigned Contracts.
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 Obligor Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 reasonable 's sole discretion, to perfect the Collateral Agent’s 's security interest in the Collateral;
(iii) evidence that all Instruments searches of ownership of, and Chattel Paper Liens on, intellectual property of each Loan Party in the possession of appropriate governmental offices;
(iv) all certificates evidencing any of Obligors with a value in excess of $1,000,000certificated Capital Stock pledged to the Collateral Agent pursuant to the Security Agreement, together with allonges or assignments duly executed in blank, undated stock powers attached thereto (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) duly executed notices of grant of security interest in the form required by the Security Agreement as may be necessary or appropriate are necessary, in the Administrative Agent's sole discretion, to perfect the Collateral Agent’s 's security interest in the Collateral, have been delivered to Agent;
(ivvi) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s 's reasonable discretion, to perfect the Collateral Agent’s 's security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentCollateral; and
(vvii) in the case of any personal property Collateral located at a premises leased by an Obligora Loan Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be reasonably required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)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) (A) searches of Uniform Commercial Code filings (or the foreign equivalent) in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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) 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 (or foreign equivalent) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral;
(iiiiv) evidence that all Instruments subject to Section 5.16, with respect to the stock or membership certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, the Irish Pledge Agreements and Chattel Paper the Dutch Pledge Agreements, duly executed in the possession of any of Obligors with a value in excess of $1,000,000, together with allonges blank undated stock or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agenttransfer powers;
(ivv) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; andCollateral;
(vvi) subject to Section 5.16, in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be required by Agent the Administrative Agent; and
(it being understood that Agent may in its discretion elect vii) copies of the Material Contracts, certified by an officer of the Company to provide for a Rent be true and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu correct copies of requiring a letter, consent or waiver from such landlord)documents as of the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
Personal Property Collateral. The Agent shall have received, in form and substance satisfactory to the Agent:
(i) to the extent not previously received by the Agent, searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Agent, duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that to the extent not previously received by the Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iv) to the extent not previously received by the Agent, all Instruments stock certificates evidencing the stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(v) to the extent not previously received by the Agent, all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000, Credit Party together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;; and
(ivvi) duly executed Lien Waivers to the extent not previously received by the Agent, all material contracts or agreements to which a Credit Party is a party including, without limitation, the Purchase Agreement together with assignments and such other third party consents as are necessary, in Agent’s reasonable discretion, may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chattem 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 Obligor 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 reasonable 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of, and Liens on, intellectual property of each Collateral Party in the appropriate governmental offices;
(iv) 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's sole discretion, to perfect the Administrative Agent's security interest in the Collateral;
(v) all Instruments instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Collateral Parties to the extent not previously delivered to the agent under the Existing Credit Agreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral, have been delivered to Agent;
(ivvi) duly executed Lien Waivers and such other consents as are necessary, in the Administrative Agent’s reasonable 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agentany material Collateral; and
(vvii) in the case of any material personal property Collateral located at a premises leased by an Obligora Collateral Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Clubcorp Inc)
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 Obligor and each jurisdiction where any Collateral is located Loan Party 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 U.S. 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, necessary in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iiiiv) evidence that 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 unless, with respect to the Pledged Equity 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 organization of such Person); and
(v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all Instruments instruments, documents and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. (i) Subject to the limitations and qualifications in the Security Documents, Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of Administrative Agent, on behalf of the Secured Parties, in the Collateral and Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).
(ii) Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the certificated equity interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.
(iii) Administrative Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property SECOND AMENDED AND RESTATED CREDIT AGREEMENT matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens).
(iv) Administrative Agent shall have received:
, in each case in form and substance reasonably satisfactory to Administrative Agent, evidence of property, business interruption and liability insurance covering each Loan Party (iwith appropriate endorsements naming Administrative Agent as lender’s loss payee (and mortgagee, as applicable) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor on all policies for property hazard insurance and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect as additional insured on all policies for liability insurance), and if requested by 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 Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper in the possession of any of Obligors with a value in excess of $1,000,000, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)insurance policies.
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 the chief executive office of each Obligor 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 evidencing that no Liens capable of perfection by filing UCC financing statements exist other than Permitted Liens;
(ii) UCC financing statements in appropriate form for filing in each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of, and Liens on, intellectual Property of each Loan Party in the appropriate governmental offices;
(iv) all Instruments certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (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) duly executed notices for filing with the United States Patent and Chattel Paper Trademark Office and United States Copyright Office of the grant of security interest in patents, trademarks and/or copyrights, each in the form required by the Security Agreement as are necessary, in the Administrative Agent's reasonably discretion, to perfect the Administrative Agent's security interest in the Collateral; and
(vi) all instruments and chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Loan Parties that are required to be delivered pursuant to the Security Agreement, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s 's security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Sources: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Borrowers, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral to the extent required under the Security Agreement;
(v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and including, without limitation, such other consents Acknowledgment Agreements from lessors of real property as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentAgent may require; and
(vvi) duly executed lockbox agreements and/or lockbox letters in the case form of any personal property Collateral located at a premises leased by an ObligorEXHIBIT G-1 and G-2, such estoppel lettersas applicable, consents with respect to each bank account of the Borrowers (other than payroll and waivers from the landlords on such real Property ▇▇▇▇▇ cash bank accounts maintained as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent zero balance accounts and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu other similar bank accounts having limited or no activity and balances of requiring a letter, consent or waiver from such landlordnot more than $10,000).
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Personal Property Collateral. Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect 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 Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper in the possession of any of Obligors with a value in excess of $1,000,0005,000,000, together with allonges or assignments as may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that such estoppel letters, consents and waivers shall not be required if Borrower Agent may in its discretion elect to requests that Agent instead provide for a Rent and Costs Reserve in an amount equal to at least three (3) months months’ rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlordlandlords).
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices;
(iv) all Instruments certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto (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) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;; and
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Agent’s 's reasonable discretion, to perfect the Agent’s 's security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Collateral.
Appears in 1 contract
Sources: Loan Agreement (Aaipharma Inc)
Personal Property Collateral. The 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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 Collateral Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral;
(iii) evidence that searches of ownership of registrations and applications for Material Intellectual Property in the appropriate governmental offices 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 Instruments stock certificates evidencing the stock pledged to the Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto; and
(v) to the extent not previously received by the Collateral Agent, all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000, Credit Party as required pursuant to the Collateral Documents together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord).
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto (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 Agent in order to perfect the Agent's security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;; and
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(v) in the case of any personal property Collateral located at a premises leased by an Obligor, such estoppel letters, consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)Collateral.
Appears in 1 contract
Personal Property Collateral. The Agent shall have received:
(i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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 Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest in the Collateral;
(iii) evidence that searches of ownership of intellectual property in the appropriate governmental offices 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 Instruments stock certificates evidencing the Capital Stock pledged to the 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 Agent in order to perfect the Agent's security interest in the Collateral;
(vi) all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s 's security interest in the Collateral, have been delivered to Agent;
(ivvii) duly executed Lien Waivers and such other consents as are necessary, in the Agent’s reasonable 's sole discretion, to perfect Agent’s the Lenders' security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentCollateral; and
(vviii) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Agent.
Appears in 1 contract
Sources: Credit Agreement (Simcala Inc)
Personal Property Collateral. The Agent shall have received, in ---------------------------- form and substance satisfactory to the Agent:
(i) to the extent not previously received by the Agent, searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the 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) to the extent not previously received by the Agent, duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s reasonable 's sole discretion, to perfect the Agent’s 's security interest, for the benefit of the Lenders, in the Collateral;
(iii) to the extent not previously received by the Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral;
(iiiiv) evidence that to the extent not previously received by the Agent, all Instruments stock certificates evidencing the stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto;
(v) to the extent not previously received by the Agent, all instruments and Chattel Paper chattel paper in the possession of any of Obligors with a value in excess of $1,000,000, Credit Party together with allonges or assignments as may be necessary or appropriate to perfect Agent’s the Lenders' security interest in the Collateral, have been delivered to Agent;
(iv) duly executed Lien Waivers and such other consents as are necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to Agent; and
(vvi) in to the case of any personal property Collateral located at extent not previously received by the Agent, all material contracts or agreements to which a premises leased by an ObligorCredit Party is a party including, such estoppel letterswithout limitation, the Purchase Agreement together with assignments and third party consents and waivers from the landlords on such real Property as may be required by Agent (it being understood that Agent may necessary or appropriate to perfect the Agent's security interest, for the benefit of the Lenders, in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chattem 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 Obligor Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect Agent’s the 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) 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 reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral;
(iii) evidence that all Instruments and Chattel Paper in Collateral to the possession of any of Obligors with a value in excess of $1,000,000, together with allonges or assignments as extent such security interest may be necessary or appropriate to perfect Agent’s security interest in the Collateral, have been delivered to Agentperfected by such filing;
(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 Lien Waivers and such other in blank undated stock or transfer powers;
(v) duly executed consents as are necessary, in the Administrative Agent’s reasonable sole discretion, to perfect Agent’s the Lenders’ security interest in the Collateral and ensure the first priority thereof in accordance with the terms of the Collateral Documents, including agreements establishing each Dominion Account and related lockbox in form and substance, and with financial institutions, reasonably satisfactory to AgentCollateral; and
(vvi) in the case of any personal property Collateral located at a premises leased by an Obligora Credit Party, such estoppel letters, consents and waivers from the landlords on such real Property property as may be reasonably required by Agent (it being understood that Agent may in its discretion elect to provide for a Rent and Costs Reserve in an amount equal to at least three (3) months rent owing to a landlord rather in lieu of requiring a letter, consent or waiver from such landlord)the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Newark Group Inc)