Grant of Security Interest; UCC Matters Sample Clauses

Grant of Security Interest; UCC Matters. (a) The parties hereto intend that the conveyance by the Seller to the Purchaser of the accounts and receivables that are subject to this Agreement shall constitute an absolute sale from the Seller to the Purchaser, conveying good title, free and clear of any liens, claims, encumbrances or rights of others. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, or if for any other reason the Seller is determined to have any right, title, or interest in such accounts or receivables, this Agreement shall constitute a security agreement under applicable law, and the Seller, as security for its obligations hereunder and under the Related Agreements, hereby grants to the Purchaser a first priority perfected security interest in all of the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under: (i) the Accounts; (ii) the Credit Card Receivables; (iii) the Cardholder Agreements and all rights and privileges accruing thereunder on and after the Cut-Off Time, including the right to receive all payments on Accounts due from Cardholders on and after the Closing Date; (iv) the Books and Records relating to the Accounts; (v) the Cardholder List; (vi) the right to receive Interchange fees on the Accounts from Visa; (vii) to the extent assigned to Purchaser pursuant to Section 2.6, Seller's rights in and to the Benefit Agreements relating to the Accounts; and (viii) all proceeds of the foregoing (collectively, the "Collateral"). All creditors of Seller seeking to have Seller grant a consensual security interest in any of the foregoing Collateral shall be required to subordinate their security interests to the security interest of Purchaser in the foregoing Collateral as a condition precedent to granting any such security interest. Seller agrees to cooperate fully with Purchaser as Purchaser may reasonably request in order to give effect to the security interest granted by this Section 5.3(a), including, without limitation, authorizing and filing of any UCC-1 or comparable statements prepared by Purchaser, in form and content mutually acceptable to each of Seller, Purchaser and CompuCredit, in order to perfect such security interest. (b) In furtherance of the agreements in Section 5.3(a), Seller hereby makes the additional representations set forth in Exhibit G which are hereby incorporated into this Agreement. For a period of five (5) years from the ...
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Grant of Security Interest; UCC Matters. (a) 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. Notwithstanding the foregoing, in the event that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and to otherwise secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising whatsoever pursuant to this Agreement, Retailer hereby grants to Bank a continuing security interest in and to all of Retailer's right, title and interest now owned or existing or hereafter acquired or arising 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, Receivables and Account Documentation; (B) any deposits, credit balances and reserves on Bank's books relative to any Accounts; 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
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Grant of Security Interest; UCC Matters. (a) 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. Notwithstanding the foregoing, in the event that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and to otherwise secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising whatsoever pursuant to this Agreement, Retailer hereby grants to Bank a continuing security interest in and to all of Retailer’s right, title and interest now owned or existing or hereafter acquired or arising 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, Receivables and Account Documentation; (B) any deposits, credit balances and reserves on Bank’s books relative to any Accounts; 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 12.3, including, without limitation, the filing of UCC-1 or comparable statements in order to perfect such security interest. (b) Retailer shall give Bank not less than thirty (30) days’ written notice prior to (i) Retailer transferring its executive offices to any location other than that set forth in Exhibit 8.1(d) hereto, and (ii) Retailer changing its corporate name; and, notwithstanding (i) and (ii) hereof, no such change may be effected before the Retailer shall have furnished to Bank signed copies of all filings and all actions as Bank may reasonably determine to be necessary or appropriate to preserve and maintain at all times the perfection and priority of the Liens granted or purported to be granted to Bank hereunder with respect to the Accounts and the Receivables. (c) Retailer shall not change its name, identity or structure in any manner that might make any financing statement filed to preserve and maintain the perfection and priority of any Liens, if any, granted or purported to be granted to Bank hereunder seriously misleading within the meanin...
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Related to Grant of Security Interest; UCC Matters

  • 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.

  • 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.

  • Pledge; Grant of Security Interest As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

  • Grant of Security Interest in Collateral As an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

  • Grant of Security Interest in the Collateral To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper); (d) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(d) attached hereto (as such Schedule may be updated from time to time by the Obligors); (e) all Copyright Licenses; (f) all Copyrights; (g) all Deposit Accounts; (h) all Documents; (i) all Equipment; (j) all Fixtures; (k) all General Intangibles; (l) all Goods; (m) all Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including without limitation, (i) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all Payment Intangibles; (s) all Patent Licenses; (t) all Patents; (u) all Software; (v) all Supporting Obligations; (w) all Trademark Licenses; (x) all Trademarks; (y) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (z) to the extent not otherwise included, all, Accessions, Proceeds and products of any and all of the foregoing; and (aa) all other assets of such Obligor.

  • Pledge and Grant of Security Interest As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

  • 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.

  • Perfection of Security Interests Each Borrower and Guarantor irrevocably and unconditionally authorizes Agent (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming Agent or its designee as the secured party and such Borrower or Guarantor as debtor, as Agent may require, and including any other information with respect to such Borrower or Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as Agent may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. Each Borrower and Guarantor hereby ratifies and approves all financing statements naming Agent or its designee as secured party and such Borrower or Guarantor, as the case may be, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of Agent prior to the date hereof and ratifies and confirms the authorization of Agent to file such financing statements (and amendments, if any). Each Borrower and Guarantor hereby authorizes Agent to adopt on behalf of such Borrower and Guarantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming Agent or its designee as the secured party and any Borrower or Guarantor as debtor includes assets and properties of such Borrower or Guarantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by such Borrower or Guarantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall any Borrower or Guarantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Agent or its designee as secured party and such Borrower or Guarantor as debtor.

  • Grant of Security Interest in Copyright Collateral Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: (a) Copyrights of such Pledgor listed on Schedule I attached hereto; and (b) all Proceeds of any and all of the foregoing (other than Excluded Property).

  • 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.

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