Common use of Other Collateral Documents Clause in Contracts

Other Collateral Documents. (A) Appropriate financing statements (Form UCC-1, applicable PPSA financing statements or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC, PPSA or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents. (B) Copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in sub-clause (B) above (regardless of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, PPSA financing statements, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing). (C) Searches of ownership of and liens on intellectual property in the appropriate governmental offices and such patent, industrial design, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral. (D) All of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent. (E) [Reserved]. (F) A short form intellectual property security agreement, in form and substance reasonably agreed by the Company and the Administrative Agent, duly executed by each Credit Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens in intellectual property created under the Pledge and Security Agreement and under such short form assignments or grants of security interests has been taken. (G) Evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Collateral Documents.

Other Collateral Documents. (i) Copies of all appropriate Uniform Commercial Code financing statements and documents to be filed with the United States Patent and Trademark Office and all other filings and documents reasonably necessary to perfect the security interest granted to the Collateral Agent under the Security Documents; (ii) Payoff letters from Antares Capital Corporation with respect to any Indebtedness of the Loan Parties under (A) Appropriate that certain Credit Agreement, dated as of May 24, 2005 (as amended, supplemented or otherwise modified from time to time) and (B) that certain Second Lien Credit Agreement, dated as of May 24, 2005 (as amended, supplemented or otherwise modified from time to time); (iii) Uniform Commercial Code searches or search certifications from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (Form UCC-1, applicable PPSA financing statements or such e)(i) above reflecting no other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC, PPSA or filings which evidence Liens of other applicable local Law of each jurisdiction Persons in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, which are prior to perfect the security interests intended to be created by the Collateral Documents. (B) Copies of reports from CT Corporation or another independent search service reasonably satisfactory Liens granted to the Collateral Agent listing all effective financing statementsin this Agreement, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any Security Documents and the other Credit Party (under its present name and Documents, except for any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in sub-clause (B) above (regardless of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, PPSA financing statements, notices of the filing of federal tax such prior Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISAa) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing are expressly permitted by this Agreement as Permitted Liens or (b) for which the Collateral Administrative Agent has received a termination statement or and has made a satisfactory arrangement concerning the termination of the Liens securing such Indebtedness pursuant to subsection (e)(ii) above; (iv) Each Loan Party that is party to a Service Agreement shall have received termination filed Uniform Commercial Code financing statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing). (C) Searches of ownership of and liens on intellectual property in the appropriate governmental offices and such patent, industrial design, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral. (D) All of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent. (E) [Reserved]. (F) A short form intellectual property security agreement, in form and substance reasonably agreed by the Company and the Administrative Agent, duly executed by each Credit Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens in intellectual property created under the Pledge and Security Agreement and under such short form assignments or grants of security interests has been taken. (G) Evidence of the completion of all other filings and recordings of or with respect to the accounts, accounts receivable, contract rights, deposits, deposit accounts, inventory, equipment and general intangibles relating to the professional dental practice owned and conducted by the respective Affiliated Practice party to each Service Agreements; provided however that patient records (whether confidential or otherwise) or other property where the disclosure, transfer, assignment, pledge or encumbrance of which is prohibited by, or is otherwise contrary to, applicable law shall not be included in the description of the collateral therein; (v) Each Loan Party that is party to a Service Agreement with a Significant Affiliated Practice shall have filed Uniform Commercial Code financing statements assigning to the Collateral Documents and of Agent the interests set forth in the financing statement for each such Service Agreement filed pursuant to subsection(e)(iv) above; and (vi) Such other evidence that all other actions as may be reasonably necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be Liens created by the Collateral DocumentsSecurity Documents have been taken.

Other Collateral Documents. (Ai) Appropriate Copies of all appropriate Uniform Commercial Code financing statements (Form UCC-1, applicable PPSA financing statements or such and documents to be filed with the United States Patent and Trademark Office and all other financing statements or similar notices as shall be required by local Law) authenticated filings and authorized for filing under the UCC, PPSA or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or documents reasonably requested by the Collateral Agent, necessary to perfect the security interests intended to be created by the Collateral Documents. (B) Copies of reports from CT Corporation or another independent search service reasonably satisfactory interest granted to the Collateral Agent listing all effective financing statementsunder the Security Documents; (ii) A payoff letter from ▇▇▇▇▇ Fargo Bank, notices of tax, PBGC or judgment liens or similar notices that name National Association with respect to any Indebtedness under the Existing Credit Facility and evidence of the Company or any other Credit Party (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in sub-clause (B) above (regardless termination of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, PPSA financing statements, notices of the filing of federal tax all Liens (filed pursuant to Section 6323 including, without limitation, mortgage releases, control agreement terminations, UCC-3s and terminations of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing). (C) Searches of ownership of and liens on intellectual property security agreement filings) granted in the appropriate governmental offices and such patentconnection therewith, industrial design, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral. (D) All of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stampscase, all in form and substance reasonably satisfactory to the Collateral Administrative Agent.; (Eiii) [Reserved].Uniform Commercial Code searches or search certifications from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (f)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Collateral Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement as Permitted Liens or (b) for which the Administrative Agent has received a termination statement or has made a satisfactory arrangement concerning the termination of the Liens securing such Indebtedness pursuant to subsection (f)(ii) above; (Fiv) A short form intellectual property security agreementIntercompany notes, duly executed by the applicable Group Members, in form and substance reasonably agreed by the Company and satisfactory to the Administrative Agent, evidencing all Indebtedness owing among the Group Members, together with undated allonges duly executed by each Credit Party, together with the appropriate Person; and (v) Such other evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens in intellectual property created under the Pledge and Security Agreement and under such short form assignments or grants of security interests has been taken. (G) Evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be reasonably necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended Liens created and required to be created perfected by the Collateral DocumentsSecurity Documents have been taken.