Grant of Security Interest/Precautionary Filing Sample Clauses

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; and (iii) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreement.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Grant of Security Interest/Precautionary Filing. The parties hereto agree that the transactions contemplated herein shall constitute a program for the extension of consumer credit and service to customers of Retailer. Both (i) against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing on hereafter arising whatsoever of Retailer to Bank, however arising, pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer hereby grants to Bank a first priority continuing security interest in and to all of Retailer's right, title and interest now owned or existing or hereafter acquired or arising *Confidential treatment has been requested with respect to this information. in, to and under the following property (in each case, existing at any time, past, present or future) together with the proceeds thereof: (A) all Accounts, Indebtedness and Program Documents; (B) all deposits, credit balances and reserves on Bank's books relative to any Accounts, including, but not limited to the Credit Promotions Account and (C) all proceeds of the foregoing. All creditors of Retailer seeking to obtain a security interest in any of the foregoing collateral shall be required to subordinate their security interests to the security interest of Bank in the foregoing collateral as a condition precedent to obtaining any such security interest. Retailer agrees to cooperate fully with Bank as Bank may reasonably request in order to give effect to the security interest granted by this Section 6.03, including, without limitation, the filing of UCC-l or comparable statements in order to perfect such security interest. For filing purposes, Retailer agrees to provide Bank with not less than 30 days prior written notice of any change in location of its executive offices or principal place of business or any change of its corporate name and, notwithstanding the foregoing, no such change shall be effected before Retailer shall have supplied Bank signed copies of all filings and actions as Bank may reasonably determine to be necessary or appropriate to preserve and maintain at all times the perfection and priority of the security interests granted or purported to...
Sample 1
Grant of Security Interest/Precautionary Filing. The parties hereto agree that the transactions contemplated herein shall constitute a program for the extension of consumer credit and service to customers of the Retailers. Both (i) against the possibility that it
Sample 1Sample 2
Grant of Security Interest/Precautionary Filing. The parties hereto agree that the transactions contemplated herein shall constitute a program for the extension of consumer credit and service by Bank to customers of Retailers. Nothing herein is intended to provide for the direct extension of credit to Retailers by Bank. Notwithstanding the foregoing, both (i) against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by 45
Sample 1Sample 2
Grant of Security Interest/Precautionary Filing. (a) Purchases under the Program shall constitute extensions of credit directly from Bank to customers of JCPenney, other Authorized Entities and/or, to the extent of Purchases under the Dual Card Program, other merchants. The Uniform Commercial Code (“UCC”) does not apply to the Program or to any of the transactions under the Program including, without limitation, the Bank Private Label Marketing Obligation and Bank Dual Card Marketing Obligation. However, both (i) against the possibility that it is determined that such extensions of credit are secured financings of JCPenney, and (ii) to secure payment of and performance by JCPenney of any and all indebtedness, liabilities, or obligations, now existing or hereafter arising pursuant to this Agreement, JCPenney hereby grants to Bank a security interest in all of JCPenney’s right, title and interest, if any, now existing or hereafter arising in, to and under the following property (in each case, existing at any time, past, present or future) (collectively, the “Bank Property”): (A) all Accounts, Account Documentation and Indebtedness; (B) the Bank Private Label and Bank Dual Card Marketing Obligations, (C) all deposits, credit balances and reserves on Bank’s books related to any Accounts; (D) all returned merchandise sold on an Account; and (E) all proceeds of the foregoing.
Sample 1
Grant of Security Interest/Precautionary Filing. (a) Effective as of the Program Commencement Date, both (x) as a precaution against the application of the Uniform Commercial Code (or any other analogous personal property security law as in effect from time to time) to this transaction or the recharacterization of this transaction, and (y) to secure payment of and performance by LESCO of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, LESCO grants to Bank a security interest in all of LESCO's right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness, (ii) all deposits, credit balances and reserves on Bank's books relating to any such Accounts, (iii) all goods financed on Accounts and returned to LESCO by Accountholders for which LESCO has not repaid Bank, and (iv) all proceeds of any of the foregoing.
Sample 1

Related to Grant of Security Interest/Precautionary Filing

  • Grant of Security Interest All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

  • Grant of Security Interests In addition to the other rights provided in this Section 9.9, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

  • Reaffirmation of Security Interest The Borrower hereby reaffirms as of the date hereof each and every security interest and Lien granted in favor of the Security Agent and the Banks under the Loan Documents, and agrees and acknowledges that such security interests and Liens shall continue from and after the date hereof and shall remain in full force and effect from and after the date hereof, in each case after giving effect to the Credit Agreement as amended by this Amendment, and the Obligations secured thereby and thereunder shall include the Borrower’s obligations under the Credit Agreement as amended by this Amendment. Each such reaffirmed security interest and Lien remains and shall continue to remain in full force and effect and is hereby in all respects ratified and confirmed.

  • Mandatory Delivery; Grant of Security Interest The sale and delivery on the related Closing Date of the Mortgage Loans described on the related Mortgage Loan Schedule is mandatory from and after the date of the execution of the related Purchase Price and Terms Agreement, it being specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller's failure to deliver (i) each of the related Mortgage Loans or (ii) one or more Qualified Substitute Mortgage Loans or (iii) one or more Mortgage Loans otherwise acceptable to the Purchaser on or before the related Closing Date. The Seller hereby grants to the Purchaser a lien on and a continuing security interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligations under the related Purchase Price and Terms Agreement, and the Seller agrees that it shall hold such Mortgage Loans in custody for the Purchaser subject to the Purchaser's (a) right to reject any Mortgage Loan (or Qualified Substitute Mortgage Loan) under the terms of this Agreement and to require another Mortgage Loan (or Qualified Substitute Mortgage Loan) to be substituted therefor, and (b) obligation to pay the Purchase Price for the Mortgage Loans. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

  • Reaffirmation of Security Interests Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

  • Perfection of Security Interest Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

  • Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

  • Xxxxx of Security Interest The Trust hereby pledges to and grants the Custodian a security interest in the assets of any Fund to secure the payment of any liabilities of the Fund to the Custodian for money borrowed from the Custodian. This pledge is in addition to any other pledge of collateral by the Trust to the Custodian.

  • Assignment and Grant of Security Interest As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations and in order to induce the Lenders to make Loans in accordance with the terms of the Credit Agreement, the Pledgor hereby pledges and grants to the Administrative Agent (for the benefit of the Lenders), a first priority Lien on and security interest in and to, and agrees and acknowledges that Administrative Agent has and shall continue to have, a security interest in and to, and assigns, transfers, pledges and conveys to Administrative Agent (for the benefit of the Lenders) all of Pledgor's right, title, and interest in and to the Collateral.

  • Notice of Security Interest Reference is made to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), and the Exchange Note Supplement dated as of , 20 (the “ Exchange Note Supplement”), each among ACAR Leasing Ltd., as Borrower, AmeriCredit Financial Services, Inc. (“AmeriCredit”), as Lender and Servicer, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Collateral Agent. Pursuant to Section 4.3 of the Credit and Security Agreement, notice is hereby given that (i) the Exchange Note issued pursuant to the Credit and Security Agreement and the Exchange Note Supplement on , 20 (the “ Exchange Note”) was [transferred]/[pledged] by as the [initial] Exchange Noteholder of the Exchange Note to the undersigned (the [”Transferee”]/[”Pledgee”]) on , 20 (the “Transfer Date”), and (ii) the security interest in the Collateral allocated to the Designated Pool was assigned by to the [Transferee]/[Pledgee] on the Transfer Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Credit and Security Agreement and the Exchange Note Supplement. Very truly yours, [Name of Transferee] By: Name: APPENDIX A To the Second Amended and Restated Credit and Security Agreement DEFINITIONS

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!