Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”): (a) all Collateral Obligations; (b) all Related Security; (c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager; (d) all of the following (the “Account Collateral”): (i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds, (ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments, (iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral; (e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement; (f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower; (g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder; (h) all of the Borrower’s other personal property; and (i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 7 contracts
Samples: Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III), Loan and Servicing Agreement (Blue Owl Capital Corp III)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements” and, together with the Securitization Subsidiary Assigned Agreements, the “Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 6 contracts
Samples: Loan Financing and Servicing Agreement (Golub Capital Direct Lending Corp), Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.), Loan Financing and Servicing Agreement (Golub Capital BDC 4, Inc.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunderby the Borrower hereunder or under any other Transaction Document), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer hereunder;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 4 contracts
Samples: Amendment No. 6 (HMS Income Fund, Inc.), Amendment No. 5 (HMS Income Fund, Inc.), Amendment No. 3 (HMS Income Fund, Inc.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Investment Management Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Investment Manager or replace the Collateral ManagerInvestment Manager under the Investment Management Agreement;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 3 contracts
Samples: Loan Financing and Servicing Agreement (FS Investment Corp III), Loan Financing and Servicing Agreement (FS Investment Corp III), Loan Financing and Servicing Agreement (FS Investment Corp II)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower reaffirms its grant under the Existing Credit Agreement and hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following (other than Retained Interests)property, in each case whether now owned by or owing to, or hereafter existing acquired by or arising in which Borrower now has or hereafter acquires an interest favor of, the Borrower, and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Receivables Sale Agreement, the Sale Agreement Seller Support Agreement, the Servicing Agreement, all Account Agreements and all documents other Transaction Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,;
(ii) the Concentration Accounts and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Accounts or such investments,funds;
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Credit and Security Agreement (Sungard Data Systems Inc), Credit and Security Agreement (Sungard Capital Corp Ii)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, and of all Fees and other amounts at any time owing hereunder)secured by this Agreement, the Borrower Borrowers hereby assigns assign and pledges pledge to the Master Collateral Agent Agent, for the benefit of the Secured Parties, and grants grant to the Master Collateral Agent Agent, for the benefit of the Secured Parties, a perfected security interest in and lien upon upon, all of the following (other than Retained Interests)Borrowers' right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower Borrowers now has have or hereafter acquires acquire an interest and wherever the same may be located (collectively, the “"Collateral”"):
(a) all Collateral Obligationsthe beneficial interest in AFS Funding Trust represented by the AFSFT Class A Certificate;
(b) all Related Securityrights of AFS Funding to profits, distributions and proceeds from the beneficial interest described in (a) (together with the beneficial interest described in (a), the "AFSFT Class A Certificate Collateral");
(c) the Series 2000-1 Residual Interest, the Series 2001-1 Residual Interest, the Series 2002-1 Residual Interest, and each other Residual Interest that may from time to time hereafter be granted and pledged by the Borrowers under this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “"Account Collateral”"):
(i1) each Account, the Collateral Account and all funds held in any the Collateral Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any the Collateral Account or such funds,
(ii2) all investments from time to time of amounts in the Accounts Collateral Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii3) all Clearing Corporation Securities, Certificated Securities, Uncertificated Securities, Federal Book-Entry Securities, Security Entitlements, Investment Property, notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Master Collateral Agent or any Secured Party or any assignee assignee, agent or agent Securities Intermediary on behalf of the Master Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv4) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all Accounts, Chattel Paper, Documents, Goods, General Intangibles, Instruments and Investment Property of the Borrowers excluding the Revolver Collateral and the Senior Excluded Collateral;
(f) all additional property that may from time to time hereafter be granted and pledged by the Borrower Borrowers or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Master Collateral Agent of additional moneys by the Borrower;Borrowers; and
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hf) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Master Collateral Agent or a Secured Party or any assignee or agent on behalf of the Master Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss loss, non-payment or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Master Collateral and Intercreditor Agreement (Americredit Corp), Master Collateral and Intercreditor Agreement (Americredit Financial Services Inc)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following (other than Retained Interests)property, in each case whether now owned by or owing to, or hereafter existing acquired by or arising in which Borrower now has or hereafter acquires an interest favor of, the Borrower, and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Receivables Sale Agreement, the Sale Agreement Seller Support Agreement, the Servicing Agreement, all Account Agreements and all documents other Transaction Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Concentration Accounts and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Accounts or such investmentsfunds,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Credit and Security Agreement (SunGard Systems International Inc.), Credit and Security Agreement (Sungard Data Systems Inc)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Investment Management Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (BlackRock TCP Capital Corp.), Loan Financing and Servicing Agreement (TCP Capital Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Administrative Agent for the benefit of the Secured Parties, and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each the Borrower Accounts, the Lockbox Accounts, the Operating Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any the Borrower Accounts, the Lockbox Accounts, the Operating Account or such funds,
(ii) all investments from time to time of amounts in the Accounts Borrower Accounts, the Lockbox Accounts, the Operating Account and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Administrative Agent or any Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Administrative Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, Agreement including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; andPortfolio Investments;
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Administrative Agent or a Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 2 contracts
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.), Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Margin Stock, Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Pledged Account, all funds held in any Pledged Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Pledged Account or such funds,
(ii) all investments from time to time of amounts in the Pledged Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (Owl Rock Capital Corp), Loan Financing and Servicing Agreement (Owl Rock Capital Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located located, other than Excepted Property (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (Oaktree Specialty Lending Corp), Loan Financing and Servicing Agreement (Oaktree Strategic Income Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each the Borrower Accounts, the Lockbox Accounts, the Operating Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any the Borrower Accounts, the Lockbox Accounts, the Operating Account or such funds,
(ii) all investments from time to time of amounts in the Accounts Borrower Accounts, the Lockbox Accounts, the Operating Account and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Facility Agent or any Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Facility Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, Agreement including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; andPortfolio Investments;
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Facility Agent or a Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 2 contracts
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.), Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the Secured PartiesLenders, a Lien upon and security interest in all of the Borrower's right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “"Borrower Collateral”"):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement all Lockbox Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Receivables (collectively, the “"Borrower Assigned Agreements”"), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “"Borrower Account Collateral”"):
(i) each Accountthe Lockbox Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 8.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 2 contracts
Samples: Receivables Funding Agreement (Alpine Group Inc /De/), Receivables Funding Agreement (Superior Telecom Inc)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Collateral Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Antares Strategic Credit Fund), Loan and Servicing Agreement (Antares Strategic Credit Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan Financing and Servicing Agreement (MSD Investment Corp.), Loan Financing and Servicing Agreement (MSD Investment Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) i. all Collateral Obligations;
(b) ii. all Related Security;
(c) this iii. the Sale Agreement, the Sale Investment Management Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Investment Manager or replace the Collateral ManagerInvestment Manager under the Investment Management Agreement;
(d) iv. all of the following (the “Account Collateral”):
(i) 1. each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) 2. all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) 3. all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) 4. all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) v. all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) vi. all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) vii. each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) viii. all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 2 contracts
Samples: Loan Agreement (FS KKR Capital Corp), Loan Financing and Servicing Agreement (FS KKR Capital Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansall Advances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Borrower Collateral”"):
(a) all Collateral ObligationsCollateral;
(b) all Related Security;
(c) this the Contribution Agreement, the Sale and Contribution Agreement, the Lockbox Agreement, each Blocked Account Agreement and all other documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables (collectively, the “"Borrower Assigned Agreements”"), including including
(i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the vehicles underlying the Receivables, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate terminate, and to vote and grant consents or approvals under, the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(dc) all of the following (the “"Borrower Account Collateral”"):
(i) each the Lockbox Account and the Blocked Accounts and all funds held in the Lockbox Account and the Blocked Accounts and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Account and the Blocked Accounts or such funds,
(ii) the Collection Account and the Master Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account and the Master Collection Account or such funds,
(iiiii) the Reserve Account, all funds held in the Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or such funds,
(iv) the Collateral Account, all funds held in the Collateral Account, and all certificates and instruments, if any, from time to time evidencing the Collateral Account or such funds,
(v) all investments from time to time of amounts in the Accounts Collection Account, Reserve Account and Collateral Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iiivi) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(d) each Interest Rate Hedge including all rights of the Borrower to receive moneys due and to become due thereunder;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Collateral Agent of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(if) all proceeds, accessions, substitutions, rents rents, Recoveries and profits of of, or with respect to, any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 9.1(a) through (he) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the an additional insured thereunder or a loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (MFN Financial Corp)
Borrower’s Grant of Security Interest. As The parties hereto intend that this Agreement shall constitute a security for agreement under applicable law. To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower reaffirms its grant, assignment, conveyance, pledge, hypothecation and transfers under the Existing Receivables Funding and Administration Agreement and hereby assigns further grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the other Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) the Sale Agreement, all Related Security;
(c) this Collection Account Agreements, the Concentration Account Agreement, the Sale Agreement Originator Support Agreements and all documents other Related Documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Concentration Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such investmentsfunds,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Secured Obligations, Interestand to induce the Administrative Agent, all Fees the Conduit Lender and other amounts at any time owing hereunder)the Committed Lender to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions thereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of itself, the Secured Parties, Conduit Lender and grants to the Collateral Agent for the benefit of the Secured PartiesCommitted Lender, a Lien upon and security interest in all of its right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “"Borrower Collateral”"):
(a) all Collateral ObligationsReceivables, Contracts therefor and Collections thereon;
(b) the Sale Agreements, the Concentration Account Agreement, all Related Security;
(c) this Lockbox Agreements, the Borrower Blocked Account Agreement, the Sale Agreement Parent Note, and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Receivables (collectively, the “"Borrower Assigned Agreements”"), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “"Borrower Account Collateral”"):
(i) each the Concentration Account, the Borrower Account, the Lockbox Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Account, the Borrower Account, Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account, the Retention Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such investmentsfunds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 8.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Purchase Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Purchase Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Concentration Accounts, the Lockboxes and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Accounts, the Lockboxes or such funds,
(ii) the Collection Accounts, the Lockboxes and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the Lockboxes or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) the Accrual Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this AgreementAgreement or otherwise, including any deposit with any Lender, any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(e) all other personal property of the Borrower of every kind and nature not described above, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles);
(f) all Accountsto the extent not otherwise included, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements proceeds and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (he)); and
(g) above) and, to the extent not otherwise included, all payments under insurance (whether or not “Borrower Collateral” under, and as defined in, the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing CollateralExisting Receivables Purchase Agreement.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing by the Borrower hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Vista Credit Strategic Lending Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contraryprovided, however, that so long as no Event of Default has occurred and is continuing, the Collateral Borrower shall not include the right of the Borrower be entitled to terminate the Collateral Manager or replace the Collateral Managerexercise any such rights and make any such claims;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (AB Private Credit Investors Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Blackstone Private Credit Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Purchase Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Purchase Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Concentration Account Agreement, the Collection Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each the Concentration Account, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Account, the Lockboxes or such funds,
(ii) the Collection Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securitiesincluding any deposit with any Lender, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Purchase Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Purchase Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Concentration Accounts, the Lockboxes and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Accounts, the Lockboxes or such funds,
(ii) the Collection Accounts, the Lockboxes and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the Lockboxes or such investmentsfunds, 727159853 10435078 41
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iiiiv) the Accrual Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this AgreementAgreement or otherwise, including any deposit with any Lender, any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(e) all other personal property of the Borrower of every kind and nature not described above, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles);
(f) all Accountsto the extent not otherwise included, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements proceeds and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (he)); and
(g) above) and, to the extent not otherwise included, all payments under insurance (whether or not “Borrower Collateral” under, and as defined in, the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing CollateralExisting Receivables Purchase Agreement.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interestand to induce the Administrative Agent, all Fees the LC Lenders and other amounts at any time owing hereunder)the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s assets, including its right, title and lien upon interest in, to and under, but none of its obligations arising from, the following (other than Retained Interests)property, in each case whether now owned by or owing to, or hereafter existing acquired by or arising in which Borrower now has or hereafter acquires an interest favor of, the Borrower, and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Receivables Sale Agreement, the Sale Agreement Support Agreement, the Servicing Agreement, all Account Agreements and all documents other Transaction Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Accounts, the Lockbox, and all funds held in any Account (other than Excluded Amounts), or items of payment remitted to or on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Accounts, the Lockbox or such funds,funds or items of payment;
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, ;
(iii) all Cash Collateral and all certificates and instruments representing Cash Collateral; and
(iv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement or otherwise, including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(e) any other Transferred Property acquired by the Borrower under the Receivables Sale Agreement;
(f) all Accountsother personal property (other than the Excluded Contract Rights) of the Borrower of every kind and nature not described above including without limitation all goods (including inventory, all Certificated Securitiesequipment and any accessions thereto), all Chattel Paperinstruments (including promissory notes), all Documentsdocuments, all Equipmentaccounts, all Financial Assetschattel paper (whether tangible or electronic), all General Intangiblesdeposit accounts, all Instrumentsletter-of-credit rights, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements securities and all Uncertificated Securities other investment property, supporting obligations, any other contract rights or rights to the payment of the Borrower;money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); and
(g) each Hedging Agreementto the extent not otherwise included, including all rights of the Borrower to receive moneys due proceeds and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.1(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralf)).
Appears in 1 contract
Samples: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower USActive 58353885.2 Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (MSD Investment Corp.)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower reaffirms its grant under the Existing Credit Agreement and hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following (other than Retained Interests)property, in each case whether now owned by or owing to, or hereafter existing acquired by or arising in which Borrower now has or hereafter acquires an interest favor of, the Borrower, and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Receivables Sale Agreement, the Sale Agreement Seller Support Agreement, the Servicing Agreement, all Account Agreements and all documents other Transaction Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,;
(ii) the Concentration Accounts and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Accounts or such investments,funds;
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, ;
(iv) all Cash Collateral and all certificates and instruments representing Cash Collateral; and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(ge) each Hedging Agreement, including all rights other personal property of the Borrower of every kind and nature not described above including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, securities and all other investment property, supporting obligations, any other contract rights or rights to receive moneys due the payment of money, insurance claims and to become due thereunder;
proceeds, and all general intangibles (h) including all of the Borrower’s other personal propertypayment intangibles); and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Credit and Security Agreement (Sungard Capital Corp Ii)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansincluding, Interestwithout limitation, all Fees Advances, Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) ): all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned AgreementsReceivables Collateral; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Borrower Account Collateral”):
(i) each ): the Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(ii) , the Cap Funding Reserve Account, all funds held in the Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Cap Funding Reserve Account or such funds, all investments from time to time of amounts in the Accounts Collection Account and Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) , all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv) and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) ; each Hedging Agreement, Interest Rate Cap including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the other Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, all Collection Account Agreements, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Agent Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent Account or such investmentsfunds,
(iii) the Concentration Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such funds,
(iv) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) the Cash Collateral Account and all funds and Cash Equivalents on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account or such funds or Cash Equivalents,
(vi) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvii) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Rexnord LLC)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder)Obligations, the Borrower hereby assigns and pledges to the Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”"BORROWER COLLATERAL"):
(a) all Collateral ObligationsCollateral;
(b) all Related Security;
(c) this the Purchase Agreement, the Sale each Lockbox Agreement and all other documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables (collectively, the “Borrower Assigned Agreements”"BORROWER ASSIGNED AGREEMENTS"), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the vehicles underlying the Receivables, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein PROVIDED, that to the contraryextent the foregoing applies to the Transferred Receivables as well as other receivables originated and/or serviced by AFL, the Collateral foregoing shall not include apply only to the right of the Borrower to terminate the Collateral Manager or replace the Collateral ManagerTransferred Receivables;
(dc) all of the following (the “Account Collateral”"BORROWER ACCOUNT COLLATERAL"):
(i) each the Lockbox Account and all funds held in the Lockbox Account and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Account or such funds,
(ii) the Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(iiiii) the Reserve Account, all funds held in the Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or such funds,
(iv) the Collateral Account, all funds held in the Collateral Account, and all certificates and instruments, if any, from time to time evidencing the Collateral Account or such funds,
(v) all investments from time to time of amounts in the Accounts Collection Account, Reserve Account and Collateral Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iiivi) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(d) each Interest Rate Hedge including all rights of the Borrower to receive moneys due and to become due thereunder;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Collateral Agent or the Agent of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(if) all proceeds, accessions, substitutions, rents rents, Recoveries and profits of of, or with respect to, any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSECTIONS 9.1(a) through (he) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the an additional insured thereunder or a loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Arcadia Financial LTD)
Borrower’s Grant of Security Interest. As The parties hereto intend that this Agreement shall constitute a security for agreement under applicable law. To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the other Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) the Sale Agreement, all Related Security;
(c) this Collection Account Agreements, the Concentration Account Agreement, the Sale Agreement Originator Support Agreements and all documents other Related Documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Concentration Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such investmentsfunds,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral ObligationsObligations and its beneficial interest in and right to receive payment with respect to each Reference Asset;
(b) all Related Security;
(c) this Agreement, the Sale and Contribution Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Business Development Corp of America)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder)Obligations, the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured PartiesLender, and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Collateral”"):
(a) all Collateral ObligationsTransferred Receivables, Contracts and Collections and Proceeds;
(b) all the Related Security;
(c) this Agreement, the Sale Agreement and all documents Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables (collectively, the “"Borrower Assigned Agreements”"), including including
(i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(ec) all additional property that may from time to time hereafter be granted and pledged to the Lender by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accountsbehalf, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Lender of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Unison Healthcare Corp)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansObligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Agents and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Agent, for the benefit of the Secured Parties, Agents and grants to the Collateral Agent for the benefit of the Secured PartiesLenders, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under the following (other than Retained Interests)property, in each case whether now owned by or owing to, or hereafter existing acquired by or arising in which Borrower now has or hereafter acquires an interest favor of, the Borrower, and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Collateral”):
(a) all Collateral Obligations;
(b) Transferred Receivables and all Related Security;
(cb) this Agreement, the Sale Receivables Transfer Agreement and all documents other Loan Documents now or hereafter in effect relating to which the Borrower is a party contribution, sale, purchase, servicing, processing or collection of Transferred Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
): (i) each Account, the Collection Accounts and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts or such funds,
, (ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral any Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral any Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iii) all cash and (iv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Transferred Receivables and Related Security that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this AgreementAgreement or otherwise, including any deposit with any Agent or Lender of additional funds by the Borrower;
(e) all other personal property of the Borrower of every kind and nature not described above including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, securities and all other investment property, supporting obligations, commercial tort claims, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles);
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements other assets and all Uncertificated Securities property of the Borrower;; and
(g) each Hedging Agreementto the extent not otherwise included, including all rights proceeds and products of the Borrower to receive moneys due foregoing and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsaccessions to, accessionssubstitutions and replacements for, substitutions, rents and profits of any and all of, each of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (aSections 5.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralf)).
Appears in 1 contract
Samples: Credit and Security Agreement (Basic Energy Services Inc)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each the Borrower Accounts, the Lockbox Accounts, the Operating Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any the Borrower Accounts, the Lockbox Accounts, the Operating Account or such funds,
(ii) all investments from time to time of amounts in the Accounts Borrower Accounts, the Lockbox Accounts, the Operating Account and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interestand to induce the Administrative Agent, all Fees the Group Agents and other amounts at any time owing hereunder)the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and grants to the Collateral Agent for the benefit of the Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement Parent Undertaking, all Collection Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iviii) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securitiesincluding any deposit with any Lender, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities any Group Agent or the Administrative Agent of additional funds by the Borrower;
(ge) each Hedging Agreement, including all rights other personal property of the Borrower of every kind and nature not described above including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to receive moneys due the payment of money, insurance claims and to become due thereunder;
proceeds, and all general intangibles (h) including all of the Borrower’s other personal propertypayment intangibles); and
(if) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterale)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Ryerson Inc.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Administrative Agent for the benefit of the Secured Parties, and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including including
(i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each the Borrower Accounts, the Lockbox Accounts, the Operating Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any the Borrower Accounts, the Lockbox Accounts, the Operating Account or such funds,
(ii) all investments from time to time of amounts in the Accounts Borrower Accounts, the Lockbox Accounts, the Operating Account and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Administrative Agent or any Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Administrative Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, Agreement including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; andPortfolio Investments;
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Administrative Agent or a Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby collaterally assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether now or hereafter existing or in which the Borrower now has or hereafter acquires an interest and wherever the same may be located (such right, title and interest of the Borrower, collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, Agreements and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, Agreements to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Servicing Agreement (AGL Private Credit Income Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contraryprovided, however, that so long as no Event of Default has occurred and is continuing, the Collateral Borrower shall not include the right of the Borrower be entitled to terminate the Collateral Manager or replace the Collateral Managerexercise any such rights and make any such claims;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceedsproceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Sale Agreement (AB Private Credit Investors Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansincluding, Interestwithout limitation, all Fees Advances, interest and other amounts at any time owing hereunder)under the Credit Agreement) and of all amounts secured by the Master Collateral and Intercreditor Agreement, the each Borrower hereby assigns and pledges to the Lender Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Lender Collateral Agent Agent, for the benefit of the Secured Parties, a perfected security interest in and lien upon upon, all of such Borrower's right, title and interest in and to the following (other than Retained Interests)following, in each case whether now or hereafter existing or in which such Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Revolver Collateral”"):
(a) all each Asset Backed Security Delivered to the Lender Collateral ObligationsAgent;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “"Revolver Account Collateral”"):
(i1) each Account, the Collateral Account and all funds held in any the Collateral Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any the Collateral Account or such funds,
(ii2) the Interest Reserve Account and all funds held in the Interest Reserve Account and all certificates and instruments, if any, from time to time representing or evidencing the Interest Reserve Account or such funds,
(3) all investments from time to time of amounts in the Accounts Collateral Account or the Interest Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii4) all Clearing Corporation Securities, Certificated Securities, Uncertificated Securities, Federal Book-Entry Securities, Security Entitlements, Investment Property, notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Lender Collateral Agent or any Secured Party or any assignee assignee, agent or agent Securities Intermediary on behalf of the Lender Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Revolver Account Collateral, and
(iv5) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Revolver Account Collateral;
(ec) all additional property property, including, without limitation, all rights under any Interest Rate Caps, that may from time to time hereafter be granted and pledged by the Borrower Borrowers or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights the deposit with the Lender Collateral Agent of additional moneys by the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal propertyBorrowers; and
(id) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Revolver Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hc) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Lender Collateral Agent or a Secured Party or any assignee or agent on behalf of the Lender Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss loss, nonpayment or damage to or otherwise with respect to any of the foregoing Revolver Collateral.
Appears in 1 contract
Samples: Revolver Security and Collateral Agent Agreement (Americredit Financial Services Inc)
Borrower’s Grant of Security Interest. As The parties hereto intend that this Agreement shall constitute a security for agreement under applicable law. To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower reaffirms its grant, assignment, conveyance, pledge, hypothecation and transfers under the Existing Receivables Funding and Administration Agreement and hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the other Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, all Collection Account Agreements, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (RBS Global Inc)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Funding Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Funding Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or 744861979 10435078 arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Concentration Accounts, the Lockboxes and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Accounts, the Lockboxes or such funds,
(ii) the Collection Accounts, the Lockboxes and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the Lockboxes or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this AgreementAgreement or otherwise, including any deposit with any Lender, any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(e) all other personal property of the Borrower of every kind and nature not described above, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all 744861979 10435078 other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles);
(f) all Accountsto the extent not otherwise included, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements proceeds and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (he)); and
(g) above) and, to the extent not otherwise included, all payments under insurance (whether or not “Borrower Collateral” under, and as defined in, the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing CollateralExisting Receivables Funding Agreement.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunderby the Borrower hereunder or under any other Transaction Document), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer hereunder;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (HMS Income Fund, Inc.)
Borrower’s Grant of Security Interest. As security for To secure the ------------------------------------- prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions thereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of itself and the Secured Parties, Lenders a Lien upon and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of its right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “"Borrower Collateral”):"): -------------------
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement all Lockbox Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Receivables (collectively, the “"Borrower Assigned Agreements”"), including ---------------------------- including
(i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “"Borrower Account ---------------- Collateral”):"): ----------
(i) each Accountthe Lockbox Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such investmentsfunds,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 8.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.d)). ---------------- ---
Appears in 1 contract
Samples: Receivables Funding Agreement (Imperial Sugar Co /New/)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the Secured PartiesLenders, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement all Collection Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Agent Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent Account or such investmentsfunds,
(iii) the Concentration Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such funds,
(iv) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) the Cash Collateral Account and all funds and Cash Equivalents on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account or such funds or Cash Equivalents,
(vi) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvii) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 8.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Samples: Receivables Funding Agreement (Ak Steel Holding Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Accountthe Borrower Accounts, the Lockbox Accounts, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any Account the Borrower Accounts, the Lockbox Accounts or such funds,
(ii) all investments from time to time of amounts in the Borrower Accounts, the Lockbox Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Facility Agent or any Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Facility Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, Agreement including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; andPortfolio Investments;
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Facility Agent or a Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansincluding, Interestwithout limitation, all Fees Advances, Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Administrative/Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Administrative/Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsContract Collateral;
(b) all Related Security;
(c) this Agreement, the Sale and Servicing Agreement and all other documents now or hereafter in effect to which the Borrower is a party extent they relate to the purchase, servicing or processing of Transferred Contracts (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower’s right of foreclosure as lienholder of the vehicles underlying the Contracts, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(dc) all of the following (the “Borrower Account Collateral”):
(i) each the Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(ii) the Reserve Account, all funds held in the Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or such funds,
(iii) the Cap Funding Reserve Account, all funds held in the Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Cap Funding Reserve Account or such funds, [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]
(iv) all investments from time to time of amounts in the Accounts Collection Account, Reserve Account and Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iiiv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Administrative/Collateral Agent or any Secured Party or any assignee or agent on behalf of the Administrative/Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(d) each Interest Rate Cap including all rights of the Borrower to receive moneys due and to become due thereunder;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Administrative/Collateral Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements Property and all Uncertificated Securities Inventory of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hf) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative/Collateral Agent or a Secured Party or any assignee or agent on behalf of the Administrative/Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby collaterally assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether now or hereafter existing or in which the Borrower now has or hereafter acquires an interest and wherever the same may be located (such right, title and interest of the Borrower, collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Contribution Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, Agreements and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, Agreements to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Ares Strategic Income Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesAdministrative Agent, the Lenders, the Indemnified Parties and the Affected Parties in the “Seller Collateral” under, and grants as defined in, the Existing Receivables Purchase Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include, without limitation, the “Seller Secured Obligations” under, and as defined in, the Existing Receivables Purchase Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent, the Lenders, the Indemnified Persons and the Affected Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, all Collection Account Agreements, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Agent Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent Account or such investmentsfunds,
(iii) the Concentration Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such funds,
(iv) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Purchase Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Purchase Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each the Concentration Account, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Account, the Lockboxes or such funds,
(ii) the Collection Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) the Accrual Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securitiesincluding any deposit with any Lender, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(ge) each Hedging Agreementall other personal property of the Borrower of every kind and nature not described above, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of the Borrower to receive moneys due money, insurance claims and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral general intangibles (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.payment intangibles);
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansthe Advance, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Administrative Agent for the benefit of the Secured Parties, and grants to the Collateral Administrative Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this the Sale Agreement, the Sale Escrow Agreement and all documents other Transaction Documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each the Collection Account, the Borrower’s interest in the Escrow Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(ii) all investments from time to time of amounts in the Accounts Collection Account and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Administrative Agent or any Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Administrative Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunderPortfolio Investments;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hf) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Administrative Agent or a Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Bridge Loan Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder)Borrower Secured Obligations, the Borrower hereby assigns and pledges to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which and whether Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Collateral”"):
(a) the Loans and all Collateral Obligationspayments and other Collections in respect of the Loans received or due after the Cut-off Date (exclusive of Principal Prepayments received prior to the Cut-off Date and scheduled payments of interest and principal due on or before the Cut-off Date);
(b) all Related SecurityObligor Documents and Records related thereto;
(c) this the Loan Contribution Agreement, the Loan Sale Agreement and all documents now or hereafter in effect to which Agreements, the Borrower is a party Performance Guaranty, the Limited Recourse Guaranty, the Servicing Agreement, the Hedge Agreement, the Swap Transaction (collectively, the “"Borrower Assigned Agreements”"), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the real or personal property underlying the Pledged Loans, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned AgreementsAgreements and all other present and future claims, demands and causes and chooses in action in respect of the Borrower Assigned Agreements and the Loans and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (collectively the “"Borrower Account Collateral”"):
(i) the Distribution Account and all funds held in the Distribution Account and all certificates and instruments, if any, from time to time representing or evidencing the Distribution Account or such funds,
(ii) the Collection Account, each Reserve Account, and each Servicing Account (collectively, the "Loan Servicing Accounts"), all funds held in any Account (other than Excluded Amounts)such accounts, and all certificates and instruments, if any, from time to time representing or evidencing any Loan Servicing Account or such funds,
(iiiii) all investments Investments from time to time of amounts in the Accounts Deposit Account or any Loan Servicing Account, and all certificates and instruments, if any, from time to time representing or evidencing such investmentsInvestments,
(iiiiv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Administrative Agent or any Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(e) all Real Property in which the Borrower has acquired an interest (whether an ownership interest or a lien) relating to any Loan (including any REO Property);
(f) all Recourse Provider Collateral;
(g) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Lender or the Administrative Agent of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all other property of the Borrower’s other personal , including all accounts, general intangibles, equipment, inventory, chattel paper, instruments and investment property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds Proceeds that constitute property of the types described in subsections Sections 8.1 (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Administrative Agent or a Secured Party or any assignee or agent on behalf of the Collateral Administrative Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL American Properties Fund Inc)
Borrower’s Grant of Security Interest. As Subject only to the security interest of the collateral agent specified in the Spread Account Agreement for the benefit of the Designated Series Insurers and the related security holders, as more specifically set forth in the Subordination Agreement, as security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansincluding, Interestwithout limitation, all Fees Advances, interest and other amounts at any time owing hereunderunder the Credit Agreement), the Borrower hereby assigns and pledges to the Lender Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Lender Collateral Agent Agent, for the benefit of the Secured Parties, a perfected security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”"BORROWER COLLATERAL"):
(a) all Collateral Obligationsthe beneficial interest in the Spread Account Depositor represented by the Class A Certificate issued pursuant to the Trust Agreement;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due profits, distributions and to become due under or pursuant to proceeds from the Borrower Assigned Agreements, beneficial interest described in (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managera);
(dc) all of the following (the “Account Collateral”"BORROWER ACCOUNT COLLATERAL"):
(i1) each Account, the Collateral Account and all funds held in any the Collateral Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any the Collateral Account or such funds,
(ii2) all investments from time to time of amounts in the Accounts Collateral Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii3) all Clearing Corporation Securities, Certificated Securities, Uncertificated Securities, Federal Book-Entry Securities, Security Entitlements, Investment Property, notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Lender Collateral Agent or any Secured Party or any assignee assignee, agent or agent Securities Intermediary on behalf of the Lender Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(iv4) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Lender Collateral Agent of additional moneys by the Borrower;
(fe) all Security Accounts, all Certificated SecuritiesAccounts, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements Instruments and all Uncertificated Securities Inventory of the Borrower;
(gf) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunderRCCA Account Collateral;
(hg) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections PARAGRAPHS (a) through (hf) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Lender Collateral Agent or a Secured Party or any assignee or agent on behalf of the Lender Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Security and Collateral Agent Agreement (Americredit Corp)
Borrower’s Grant of Security Interest. As security for the ------------------------------------- prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansall Advances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Borrower Collateral”):"): -------------------
(a) all Collateral ObligationsCollateral;
(b) all Related Security;
(c) this the Purchase Agreement, the Sale each Lockbox Agreement and all other documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables and each certificate evidencing the Transferred ABS and its rights and benefits under the related ABS Documents (collectively, the “"Borrower Assigned Agreements”"), including (i) all ---------------------------- rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the vehicles underlying the Receivables, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate terminate, and to vote and grant consents or approvals under, the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein provided, that to the contraryextent the foregoing applies to the -------- Transferred Receivables or Transferred ABS as well as other receivables originated and/or serviced by AFS or other asset backed securities owned by a Seller, the Collateral foregoing shall not include apply only to the right of the Borrower to terminate the Collateral Manager or replace the Collateral ManagerTransferred Receivables and Transferred ABS;
(dc) all of the following (the “"Borrower Account Collateral”):"): ---------------------------
(i) each Accountthe Lockbox Account and all funds held in the Lockbox Account and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Account or such funds,
(ii) the Collection Account (including the Facility A Subaccount and the Facility B Subaccount), all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(iiiii) the Reserve Account, all funds held in the Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or such funds,
(iv) the Collateral Account, all funds held in the Collateral Account, and all certificates and instruments, if any, from time to time evidencing the Collateral Account or such funds,
(v) all investments from time to time of amounts in the Accounts Collection Account, Reserve Account and Collateral Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iiivi) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(d) each Interest Rate Hedge including all rights of the Borrower to receive moneys due and to become due thereunder;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Collateral Agent of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(if) all proceeds, accessions, substitutions, rents rents, Recoveries and profits of of, or with respect to, any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 9.1(a) through (he) above) and, to the extent not --------------- --- otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the an additional insured thereunder or a loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):): 121
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Accountthe Borrower Accounts, the Lockbox Accounts, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any Account the Borrower Accounts, the Lockbox Accounts or such funds,
(ii) all investments from time to time of amounts in the Borrower Accounts, the Lockbox Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Facility Agent or any Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Facility Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, Agreement including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal propertyPortfolio Investments; and122
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Facility Agent or a Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale and Contribution Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;; and
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Oaktree Strategic Credit Fund)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Lender to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured PartiesLender, a Lien upon and security interest in all of the Borrower's right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “"Borrower Collateral”"):
(a) all Collateral ObligationsReceivables and other Receivable Assets;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement all Lockbox Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Receivables and other Receivable Assets (collectively, the “"Borrower Assigned Agreements”"), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “"Borrower Account Collateral”"):
(i) each Accountthe Lockbox Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(id) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 8.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralc)).
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, Agreements and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (TriplePoint Private Venture Credit Inc.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, andand USActive 31637433.4 -120-
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Omnibus Amendment to Transaction Documents (Blackstone Private Credit Fund)
Borrower’s Grant of Security Interest. As The parties hereto intend that this Agreement shall constitute a security for agreement under applicable law. To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent for the benefit of the other Secured Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, all Collection Account Agreements, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Concentration Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such investmentsfunds,
(iii) the Cash Collateral Account and all funds and Cash Equivalents on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account or such funds or Cash Equivalents,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterald)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Rexnord Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvance, InterestYield, all Fees and other amounts at any time owing by the Borrower hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Contribution Agreement, the Master Participation Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (SCP Private Credit Income BDC LLC)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Blackstone Private Credit Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder)Obligations, the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):Custodian,
(a) all Collateral ObligationsCollateral;
(b) all Related Security;
(c) this the Purchase and Sale Agreement, the Sale each Lockbox Agreement and all documents other Transaction Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables (collectively, the “"Borrower Assigned Agreements”"), including including
(i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the vehicles underlying the Receivables, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein provided, that to the contraryextent the foregoing applies to the Transferred Receivables as well as other receivables originated and/or serviced by ACC, the Collateral foregoing shall not include apply only to the right of the Borrower to terminate the Collateral Manager or replace the Collateral ManagerTransferred Receivables;
(dc) all of the following (the “"Borrower Account Collateral”"):
(i) each Lockbox Account, the Lockboxes and all funds held in each Lockbox Account and the Lockboxes and all certificates and instruments, if any, from time to time representing or evidencing each Lockbox Account, the Lockboxes or such funds,
(ii) the Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(iiiii) all investments from time to time of amounts in each Lockbox Account and the Accounts Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Acc Consumer Finance Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, Interest, all Fees Xxxxx and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Facility Agent for the benefit of the Secured Parties, and grants to the Collateral Facility Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s personal property, including the Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral ObligationsTransferred Contracts;
(b) all Related SecurityContract Collateral;
(c) this Agreement, the Sale Agreement and all other documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all of the following (the “Account Collateral”):
(i) each Account, each LockBox Account, all funds held in any Account (other than Excluded Amounts)therein, and all certificates and instruments, if any, from time to time representing or evidencing any Account the Accounts, the Lockbox Accounts or such funds,
(ii) all investments from time to time of amounts in the Accounts, the Lockbox Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Facility Agent or any Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Facility Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all Portfolio Investments and all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Facility Agent or a Secured Party or any assignee or agent on behalf of the Collateral Facility Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (TriplePoint Venture Growth BDC Corp.)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent reconfirms its grant of a Lien for the benefit of the Secured PartiesParties in the “Borrower Collateral” under, and grants as defined in, the Existing Receivables Funding Agreement, and confirms that such Lien has been granted to secure the Borrower Obligations, which include the “Borrower Obligations” under, and as defined in, the Existing Receivables Funding Agreement. Furthermore, to secure the prompt and complete payment, performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, Parties a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, the Sale Agreement Account Agreements and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Concentration Accounts, the Lockboxes and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Concentration Accounts, the Lockboxes or such funds,
(ii) the Collection Accounts, the Lockboxes and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts, the Lockboxes or such investmentsfunds,
(iii) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or Administrative Agent, any Secured Party Managing Agent, any Lender or any assignee or agent on behalf of the Collateral Administrative Agent, any Managing Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securitiesincluding any deposit with any Lender, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities any Managing Agent or the Administrative Agent of additional funds by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees pursuant to this Agreement and each other amounts at any time owing hereunder)Transaction Document, the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, Lender and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a first priority security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s right, title and interest in, to and under the following, in each case whether tangible or intangible now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral ObligationsLoans purchased by or otherwise transferred to the Borrower pursuant to the terms of the Purchase and Sale Agreement;
(b) all of the Borrower’s right and title to, and interest (i) in the Purchase and Sale Agreement and any UCC financing statements filed by the Borrower against the Seller under or in connection with such Purchase and Sale Agreement, (ii) under all other Loan Documents and Related SecuritySecurity and (iii) including, without limitation all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise);
(c) this Agreement, the Sale Servicing Agreement and all documents other Transaction Documents (other than this Agreement) now or hereafter in effect relating to which the Borrower is a party acquiring, servicing or processing of the Loans (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower’s right of foreclosure as lienholder of the property underlying the Loans, (iv) all claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(d) all right, title and interest of the following Borrower in, to and under the Collection Account, each Trust Account and all other bank and similar accounts and lock-boxes relating to the collection of the Loans and the Related Security and all funds held therein or in such other accounts relating to the Loans and Related Security, and all investments made with funds relating to the Loans and the Related Security in the Collection Account, the Trust Accounts and such other accounts and lock-boxes;
(e) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the “Account Collateral”):Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located;
(f) all proceeds of the foregoing property described in clauses (a) through (d) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) through (d) above and, to the extent not otherwise included, all (i) each Account, all funds held in payments under any Account insurance policy (other than Excluded Amountswhether or not the Lender is the loss payee thereof), and all certificates and instrumentsindemnity, if any, from time to time representing warranty or evidencing any Account guaranty payable by reason of loss or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered damage to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition with respect to any of the then existing Account Collateral, and
foregoing and (ivii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any and or all of the then existing Account Collateral;; and
(eg) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Lender or the Custodian of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (aSections 5.1(d) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or a Secured Party Lender is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the Borrower’s personal property, including the Borrower’s right, title and interest in and to the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager Servicer or replace the Collateral ManagerServicer;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ih) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hg) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Blackstone Private Credit Fund)
Borrower’s Grant of Security Interest. As security ------------------------------------- for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees and other amounts at any time owing hereunder)Borrower Secured Obligations, the Borrower hereby assigns and pledges to the Collateral Agent Agent, as agent for the benefit of the Secured PartiesLenders, and grants to the Collateral Agent Agent, as agent for the benefit of the Secured PartiesLenders, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower's right, title and Interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “"Collateral”):"): ----------
(a) all Collateral ObligationsTransferred Receivables, Contracts and Collections;
(b) all Related Security;
(c) this Agreement, the Sale each Lockbox Agreement and all documents Basic Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing or processing of Transferred Receivables (collectively, the “"Borrower Assigned Agreements”"), including (i) all rights of ---------------------------- the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower's right of foreclosure as lienholder of the vehicles underlying the Receivables; (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(dc) all of the following (the “"Borrower Account Collateral”):"): ---------------------------
(i) each Lockbox Account, the Lockboxes and all funds held in each Lockbox Account and the Lockboxes and all certificates and instruments, if any, from time to time representing or evidencing each Lockbox Account, the Lockboxes or such funds,
(ii) the Collection Account and the Successor Servicer Reserve Account, all funds held in any the Collection Account (other than Excluded Amounts)and the Successor Servicer Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(iiiii) all investments Investments from time to time of amounts in each Lockbox Account, the Accounts Collection Account and the Successor Servicer Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing such investmentsInvestments,
(iiiiv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party each Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securitiesincluding the deposit with any Lender, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities the Deal Agent or the Collateral Agent of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(ie) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds Proceeds that constitute property of the types described in subsections Sections 8.01 (a) through (hd) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party any Lender or any assignee or agent on behalf of the Collateral Agent or a Secured Party Lender is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Samples: Receivables Funding and Servicing Agreement (Consumer Portfolio Services Inc)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them hereunder in accordance with the terms and conditions hereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent, the Lenders, the Indemnified Persons and grants to the Collateral Agent for the benefit of the Secured Affected Parties, a Lien upon and security interest in all of the Borrower’s right, title and lien upon interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (other than Retained Interestsincluding under any trade names, styles or derivations of the Borrower), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be regardless of where located (collectively, all of which being hereinafter collectively referred to as the “Borrower Collateral”):
(a) all Collateral ObligationsReceivables;
(b) all Related Security;
(c) this the Sale Agreement, all Collection Account Agreements, the Sale Concentration Account Agreement and all documents other Related Documents now or hereafter in effect relating to which the Borrower is a party purchase, servicing, processing or collection of Receivables (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under thereunder or pursuant to the Borrower Assigned Agreementsthereto, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreementsthereto, (iii) all claims of the Borrower for damages arising out of or breach with respect thereto or for breach of or default under the Borrower Assigned Agreements, thereunder and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, same and to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Managerthereunder;
(dc) all of the following (collectively, the “Borrower Account Collateral”):
(i) each Accountthe Collection Accounts, the Lockboxes, and all funds held in any Account (other than Excluded Amounts), on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any Account the Collection Accounts, the Lockboxes or such funds,
(ii) the Agent Account and all investments from time to time of amounts in the Accounts funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent Account or such investmentsfunds,
(iii) the Concentration Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Concentration Account or such funds,
(iv) the Borrower Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Borrower Account or such funds,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or any Secured Party Lender in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in with respect of to or in exchange for any and all of the then existing Borrower Account Collateral;
(ed) all additional other property relating to the Receivables that may from time to time hereafter be granted and pledged by the Borrower or by anyone any Person on its behalf whether under this Agreement;
(f) all AccountsAgreement or otherwise, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including any deposit with any Lender or the Administrative Agent of additional funds by the Borrower;
(ge) each Hedging Agreement, including all rights other personal property of the Borrower of every kind and nature not described above including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to receive moneys due the payment of money, insurance claims and to become due thereunder;
proceeds, and all general intangibles (h) including all of the Borrower’s other personal propertypayment intangibles); and
(if) to the extent not otherwise included, all proceeds, accessions, substitutions, rents proceeds and profits of any and all products of the foregoing and all accessions to, substitutions and replacements for, and profits of, each of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections (aSections 7.01(a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collaterale)).
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Vertis Inc)
Borrower’s Grant of Security Interest. As security for To secure the prompt payment or and complete payment, performance in full when due, whether at stated maturity, by acceleration or otherwise, and observance of all Obligations (including LoansBorrower Obligations, Interest, all Fees and other amounts at any time owing hereunder)to induce each of the Lenders to enter into this Loan Agreement and perform the obligations required to be performed by it hereunder in accordance with the terms and conditions thereof, the Borrower hereby assigns grants, assigns, conveys, pledges, hypothecates and pledges transfers to the Collateral Agent Administrative Agent, for the benefit of itself and each of the Secured PartiesLenders, a Lien upon all of its right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (including under any trade names, styles or derivations of the Borrower), and grants to the Collateral Agent for the benefit regardless of the Secured Parties, a security interest in and lien upon the following (other than Retained Interests), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be where located (collectively, all of which being hereinafter collectively referred to as the “Collateral”"BORROWER COLLATERAL"):
(a) all Collateral ObligationsAccounts;
(b) all Related SecurityChattel Paper;
(c) this Agreement, the Sale Agreement and all documents now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral ManagerContracts;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account CollateralDocuments;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this AgreementEquipment;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the BorrowerFixtures;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunderGeneral Intangibles;
(h) all of the Borrower’s other personal property; andgoods;
(i) all proceedsInstruments;
(j) all Inventory;
(k) all Investment Property;
(l) all Deposit Accounts, accessions, substitutions, rents Securities Accounts and profits of any other deposit and bank accounts and all deposits therein;
(m) all money, cash or cash equivalents of the foregoing Collateral Borrower; and
(including proceeds that constitute property of the types described in subsections (an) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any proceeds and products of the foregoing Collateraland all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing; provided, however, the foregoing grant of a security interest shall be deemed not to grant a security interest in any Bank Loans to the extent that the terms and provisions of a written agreement, document or instrument in effect on the Closing Date creating or evidencing such Bank Loan or any rights relating thereto expressly prohibit the granting of a security interest therein or condition the granting of a security interest therein on the consent of a third party whose consent has not been obtained; provided further that in the event of the termination or elimination of any prohibition or the requirement for any consent to the extent sufficient to permit any such Bank Loans to become Borrower Collateral hereunder, or upon the granting of any such consent or waiving or terminating any requirement for such consent, a security interest in such Bank Loans shall be automatically and simultaneously granted hereunder in such Bank Loans, and the Bank Loans automatically and simultaneously shall be deemed to be assigned and pledged to the Administrative Agent and shall be included as Borrower Collateral hereunder.
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loans, Interest, all Fees pursuant to this Agreement and each other amounts at any time owing hereunder)Transaction Document, the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, Lender and grants to the Collateral Agent for the benefit of the Secured Parties, Lender a first priority security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s right, title and interest in, to and under the following, in each case whether tangible or intangible now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligationsof the Borrower’s right and title to, and interest in the Senior Participation Interest, pursuant to the Participation Agreement and evidenced by any UCC financing statements filed by the Borrower against BWF under or in connection with the Participation Agreement and the Senior Participation Interest, including, without limitation, all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, or otherwise);
(b) all Related Security;of the Borrower’s right and title to, and interest in the Participation Agreement as more fully set forth therein and as such Participation Agreement has been collaterally assigned to the Lender pursuant to the Collateral Assignment of Participation Agreement, including, but not limited to, the Borrower’s rights and interests under the following:
(ci) this the Purchase and Sale Agreement, ,
(ii) the Sale Servicing Agreement and all documents other Transaction Documents (other than this Agreement) now or hereafter in effect relating to which the Borrower is a party acquiring, servicing or processing of the Loans (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower’s right of foreclosure as lienholder of the property underlying the Loans owned by BWF, (iv) all claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein ;
(iii) the Collection Account, each Trust Account and all other bank and similar accounts and lock-boxes relating to the contrarycollection of the Loans and the Related Security and all funds held therein or in such other accounts relating to the Loans and Related Security, and all investments made with funds relating to the Loans and the Related Security in the Collection Account, the Collateral shall not include the right Trust Accounts and such other accounts and lock-boxes;
(c) all equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower to terminate the Collateral Manager Borrower, whether tangible or replace the Collateral Managerintangible and whether now owned or existing or hereafter arising or acquired and wheresoever located;
(d) all proceeds of the following foregoing property described in clauses (a) and (b) above, including, without limitation, proceeds which constitute property of the “Account Collateral”):
type described in clauses (a) and (b) above and, to the extent not otherwise included, all (i) each Account, all funds held in payments under any Account insurance policy (other than Excluded Amountswhether or not the Lender is the loss payee thereof), and all certificates and instrumentsindemnity, if any, from time to time representing warranty or evidencing any Account guaranty payable by reason of loss or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered damage to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition with respect to any of the then existing Account Collateral, and
foregoing and (ivii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any and or all of the then existing Account Collateral;; and
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities including the deposit with the Lender or the Custodian of additional moneys by the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(if) all proceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a) through (hSection 5.1(e) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party Lender or any assignee or agent on behalf of the Collateral Agent or a Secured Party Lender is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Appears in 1 contract
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including LoansAdvances, InterestYield, all Fees and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in and lien upon the following (other than Retained InterestsInterests and Excluded Amounts), in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Collateral”):
(a) all Collateral Obligations;
(b) all Related Security;
(c) this Agreement, the Sale Agreement and all other Transaction Documents or other documents relating to the Collateral Obligations now or hereafter in effect to which the Borrower is a party (collectively, the “Borrower Assigned Agreements”), including (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (iv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right but excluding all rights and claims of the Borrower to terminate against one or more of the Collateral Manager or replace the Collateral ManagerSecured Parties;
(d) all of the following (the “Account Collateral”):
(i) each Account, all funds held in any Account (other than Excluded Amounts), and all certificates and instruments, if any, from time to time representing or evidencing any Account or such funds,
(ii) all investments from time to time of amounts in the Accounts and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iii) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent or any Secured Party or any assignee or agent on behalf of the Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Account Collateral, and
(iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Account Collateral;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements and all Uncertificated Securities of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and;
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections clauses (a) through (h) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent or a Secured Party or any assignee or agent on behalf of the Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral; and
(j) Any funds or property standing to the credit of the Hedge Account shall be applied in the manner set forth in Section 3(i) of the Account Control Agreement; provided that, the Collateral shall not include the Hedge Account (or any funds or property standing to the credit thereof).
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Silver Point Specialty Lending Fund)
Borrower’s Grant of Security Interest. As security for the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (including Loansincluding, Interestwithout limitation, all Fees Advances, Yield and other amounts at any time owing hereunder), the Borrower hereby assigns and pledges to the Administrative/Collateral Agent Agent, for the benefit of the Secured Parties, and grants to the Administrative/Collateral Agent Agent, for the benefit of the Secured Parties, a security interest in and lien upon upon, all of the following (other than Retained Interests)Borrower’s right, title and interest in and to the following, in each case whether now or hereafter existing or in which Borrower now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Borrower Collateral”):
(a) all Collateral ObligationsContract Collateral;
(b) all Related Security;
(c) this Agreement, the Sale and Servicing Agreement and all other documents now or hereafter in effect to which the Borrower is a party extent they relate to the purchase, servicing or processing of Transferred Contracts (collectively, the “Borrower Assigned Agreements”), including including
(i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Borrower Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Borrower Assigned Agreements, (iii) the Borrower’s right of foreclosure as lienholder of the vehicles underlying the Contracts, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Borrower Assigned Agreements, and (ivv) the right of the Borrower to amend, waive or terminate the Borrower Assigned Agreements, to perform under the Borrower Assigned Agreements and to compel performance and otherwise exercise all remedies and rights under the Borrower Assigned Agreements; notwithstanding anything contained herein to the contrary, the Collateral shall not include the right of the Borrower to terminate the Collateral Manager or replace the Collateral Manager;
(dc) all of the following (the “Borrower Account Collateral”):
(i) each the Collection Account, all funds held in any Account (other than Excluded Amounts)the Collection Account, and all certificates and instruments, if any, from time to time representing or evidencing any the Collection Account or such funds,
(ii) the Reserve Account, all funds held in the Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or such funds,
(iii) the Cap Funding Reserve Account, all funds held in the Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing the Cap Funding Reserve Account or such funds,
(iv) all investments from time to time of amounts in the Accounts Collection Account, Reserve Account and Cap Funding Reserve Account, and all certificates and instruments, if any, from time to time representing or evidencing such investments,
(iiiv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Administrative/Collateral Agent or any Secured Party or any assignee or agent on behalf of the Administrative/Collateral Agent or any Secured Party in substitution for or in addition to any of the then existing Borrower Account Collateral, and
(ivvi) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the then existing Borrower Account Collateral;
(d) each Interest Rate Cap including all rights of the Borrower to receive moneys due and to become due thereunder;
(e) all additional property that may from time to time hereafter be granted and pledged by the Borrower or by anyone on its behalf under this Agreement, including the deposit with the Administrative/Collateral Agent of additional moneys by the Borrower;
(f) all Accounts, all Certificated Securities, all Chattel Paper, all Documents, all Equipment, all Financial Assets, all General Intangibles, all Instruments, all Investment Property, all Inventory, all Securities Accounts, all Security Certificates, all Security Entitlements Property and all Uncertificated Securities Inventory of the Borrower;
(g) each Hedging Agreement, including all rights of the Borrower to receive moneys due and to become due thereunder;
(h) all of the Borrower’s other personal property; and
(i) all proceedsProceeds, accessions, substitutions, rents and profits of any and all of the foregoing Borrower Collateral (including proceeds that constitute property of the types described in subsections paragraphs (a) through (hf) above) and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative/Collateral Agent or a Secured Party or any assignee or agent on behalf of the Administrative/Collateral Agent or a Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Borrower Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
