Security Interest; Agency Sample Clauses

Security Interest; Agency. (a) Each of the Bank, the Company, the Other Debtors and the Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “Liabilities” (as defined in the Security Agreement), the Company and the Other Debtors have granted, and for avoidance of doubt and without limiting any prior grant, do hereby grant, to the Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company and the Other Debtors from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”). (b) The Bank agrees to comply with instructions originated by the Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from the Collateral Agent, in all cases without notice to or the consent of the Company or the Other Debtors. The Bank shall follow the instructions of the Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to the Buyers or to an account designated by the Collateral Agent). Each of the Company and the Other Debtors hereby irrevocably authorizes and directs the Bank to comply with any such instructions by the Collateral Agent without further action or consent by the Company or the Other Debtors and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company or the Other Debtors. In addition, each of the Company and the Other Debtors agrees that the Bank may act as the agent of the Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document (as defined in the Purchase Agreement) as to any Account Collateral. The Company and the Other Debtors each agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from the Collateral Agen...

Security Interest; Agency. As collateral security for Company’s obligations to Purchaser under the Debenture and Securities Purchase Agreement and the other documents delivered by Company and Parent and described therein (collectively, “Transaction Documents”), Company hereby grants to Purchaser a security interest in (a) the Blocked Account, (b) all contract rights, claims and privileges in respect of the Blocked Account and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, “Receipts”). Bank hereby acknowledges notice of Purchaser’s security interest in such collateral and does hereby consent thereto. Purchaser hereby appoints Bank as Purchaser’s bailee and pledgee-in-possession for the Blocked Account and all Receipts, and Bank hereby accepts such appointment and agrees o be bound by the terms of this Agreement and all instructions delivered by Purchaser to Bank pursuant hereto. Company hereby agrees to such appointment and further agrees that Purchaser shall be entitled to exercise, upon the written instructions of Purchaser to Bank hereunder, any and all rights which Company may have with respect to the Blocked Account or under applicable law with respect to the Blocked Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. The Customer is a party to (i) a security agreement (“ABL Security Agreement”) among the Customer and the ABL Secured Party for itself and for the benefit of certain other parties (“ABL Lenders”), by which the Customer has granted to the ABL Secured Party and, if applicable, the ABL Lenders, a security interest in (a) the Account, (b) all contract rights, claims and privileges in respect of the Account, and (c) all Items, and all proceeds of the foregoing; and (ii) a security agreement (“Term Security Agreement”) among the Customer and the Term Secured Party for itself and for the benefit of certain other parties (“Term Lenders”), by which the Customer has granted to the Term Secured Party and, if applicable, the Term Lenders, a security interest in (a) the Account, (b) all contract rights, claims and privileges in respect of the Account, and (c) all Items, and all proceeds of the foregoing.

Security Interest; Agency. As collateral security for Company’s obligations to Lender under the Security Agreement and the other loan documents described therein, Company hereby grants to Lender a present and continuing security interest in (a) the Deposit Account, (b) all contract rights, claims and privileges in respect of the Deposit Account, and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited or held (whether for collection, provisionally or otherwise) to or in the Deposit Account or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof for deposit in or credit to the Deposit Account and all proceeds of the foregoing (collectively, “Receipts”). Bank acknowledges the security interests of Lender in the Deposit Account and Receipts and that this Agreement constitutes notice of such security interests and Bank further acknowledges and agrees that it does not and shall not object to or contest ▇▇▇▇▇▇’s security interests in such collateral.

Security Interest; Agency. Pursuant to the Mortgage, and as security for the Secured Obligations as defined therein and as and to the extent provided therein, the Customer has granted, and does hereby grant, to the Secured Party a continuing lien upon, and security interest in, the Account and all funds, cash, investments (as described in Section 3 above), and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to the Account (whether for collection, provisionally or otherwise) and all proceeds of all of the foregoing (collectively, the “Account Collateral”).

Security Interest; Agency. Each of Bank, Borrower and Agent acknowledge that, in order to secure the prompt and complete payment, performance and observance of all “Obligations” (as defined in the Credit Agreement), the Borrower has granted, and for avoidance of doubt and without limiting any prior grant, does hereby grant, to the Agent, for the benefit of Agent and the Lenders, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Borrower from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”).

Security Interest; Agency. As collateral security for Company’s obligations to (i) First Lien Lender under the First Lien Loan Agreement and the other loan documents described therein and (ii) Second Lien Lender under the Second Lien Security Agreement and the other loan documents described therein, Company hereby grants to First Lien Lender and Second Lien Lender a present and continuing security interest in (a) the Blocked Accounts, (b) all contract rights, claims and privileges in respect of the Blocked Accounts, and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited or held (whether for collection, provisionally or otherwise) to or in the Blocked Accounts or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof for deposit in or credit to the Blocked Accounts and all proceeds of the foregoing (collectively, “Receipts”). Second Lien Lender hereby acknowledges that First ▇▇▇▇ ▇▇▇▇▇▇ has a first and prior security interest in and lien upon the Blocked Accounts and the Receipts. First ▇▇▇▇ ▇▇▇▇▇▇ hereby acknowledges that Second ▇▇▇▇ ▇▇▇▇▇▇ has a second and subordinate security interest in and lien upon the Blocked Accounts and the Receipts. Bank acknowledges the respective security interests of First ▇▇▇▇ ▇▇▇▇▇▇ and Second ▇▇▇▇ ▇▇▇▇▇▇ in the Blocked Accounts and Receipts and that this Agreement constitutes notice of such security interests and Bank further acknowledges and agrees that it does not and shall not object to or contest First ▇▇▇▇ ▇▇▇▇▇▇’s and Second ▇▇▇▇ ▇▇▇▇▇▇’s security interests in such collateral. First ▇▇▇▇ ▇▇▇▇▇▇ and Second ▇▇▇▇ ▇▇▇▇▇▇ as hereinafter sometimes referred to, collectively, as “Lenders”.

Security Interest; Agency. As collateral security for Debtor' obligations to Creditor under (and as defined) the L/C Agreement, Debtor hereby grants to Creditor a present and continuing security interest in all of Debtor's rights, titles and interests in, to or under (a) the Account, (b) all contract rights, claims and privileges in respect of the Account, (c) all funds now or hereafter on deposit in the Account, and (d) all proceeds of the foregoing (including any interest or other income earned on the Account), and Bank acknowledges that this Agreement constitutes notice to Bank of Creditor's security interest in such collateral and Bank does hereby consent thereto; provided, that Bank makes no representation or warranty as to the value, perfection, priority or enforceability of such security interest. Creditor hereby appoints Bank as Creditor's bailee and pledgee-in-possession for the Account, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Debtor hereby agrees to such appointment and further agrees that Bank, on behalf of Creditor, shall be entitled to exercise, upon the written instructions of Creditor, any and all rights which Creditor may have under the L/C Agreement, the other letter of credit documents described therein or under applicable law with respect to the Account and all other collateral described in this paragraph 1. Bank and Debtor confirm to and agree with Creditor that the Account is not and will not be evidenced by any certificate of deposit, savings certificate or other instrument or certificated security.

Security Interest; Agency. The Borrower has granted to the Agent a continuing lien upon, and security interest in, the Accounts and all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in or in transit to any Account (whether for collection, provisionally or otherwise). The Agent hereby appoints the Bank as the Agent's agent and pledgee-in-possession for the Accounts, and all of the funds of the Borrower and such other items, instruments, investments, securities, things of value, property and proceeds; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Borrower hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of the Agent, shall be entitled to exercise, upon the instructions of the Agent, any and all rights that the Agent may have under that certain Loan and Security Agreement dated as of ___________, 1997 among the Borrower, Agent and the Lenders named therein (as the same may be amended, supplemented or otherwise modified from time to time, the "Loan Agreement"; capitalized terms used herein without definition shall have the meaning ascribed to them in the Loan Agreement) and all other agreements and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and all other collateral described in this Section 2. The Bank agrees to take such action as shall from time to time be specified in writing from the Agent to enable the Agent to exercise its rights and remedies with respect to the lien and security interest described in this Section 2.