Security Interest; Agency. As collateral security for Company's obligations to Lender under the Loan Agreement and the other loan documents described therein, Company hereby grants to Lender a present and continuing security interest in (a) the Lockbox and the Lockbox Account, (b) all contract rights and privileges in respect of the Lockbox or the Lockbox 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"), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's security interest in such collateral. Lender hereby appoints Bank as Lender's bailee and pledgee-in-possession for the Lockbox, Lockbox Account and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, shall be entitled to exercise, upon the written instructions of Lender, any and all rights which Lender may have under the Loan Agreement, the other loan documents described therein or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts and all other collateral described in this paragraph 2.
Security Interest; Agency. (a) Each of Bank, the Company and 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 has granted, and for avoidance of doubt and without limiting any prior grant, do hereby grant, to 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 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 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 Collateral Agent, in all cases without notice to or the consent of the Company. The Bank shall follow the instructions of Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to Buyers or to an account designated by Collateral Agent). The Company hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company. In addition, the Company agrees that the Bank may act as the agent of Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document as to any Account Collateral. The Company agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Tr...
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 Xxxx Xxxxxx has a first and prior security interest in and lien upon the Blocked Accounts and the Receipts. First Xxxx Xxxxxx hereby acknowledges that Second Xxxx Xxxxxx 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 Xxxx Xxxxxx and Second Xxxx Xxxxxx 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 Xxxx Xxxxxx’s and Second Xxxx Xxxxxx’s security interests in such collateral. First Xxxx Xxxxxx and Second Xxxx Xxxxxx as hereinafter sometimes referred to, collectively, as “Lenders”.
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 Xxxxxx’s security interests in such 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. 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. 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. (a) The Company has granted, and ------------------------- does hereby grant, to the Lender a continuing lien upon, and security interest in, all right, title and interest of the Company in and to all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held (whether for collection, provisionally or otherwise) in each Account and all other property of the Company from time to time in the possession or under the control of, or in transit to the Bank or any agent, bailee or custodian thereof, and all proceeds and products of all of the foregoing, including, without limitation, any of the foregoing from time to time paid, deposited, or held in any Account (collectively, the "ACCOUNT COLLATERAL").
(b) The Lender hereby appoints the Bank as the Lender's pledgee-in- possession for the Accounts and all of the Account Collateral, 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 Company hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of the Lender, shall be entitled to exercise, upon the instructions of the Lender or the Servicer, acting in its capacity as agent on behalf of the Lender, any and all rights which the Lender may have under or in connection with the Credit Agreement, all promissory notes, all agreements pursuant to which security interests and liens are granted to the Lender or under applicable law with respect to the Accounts and all other Account collateral. Upon written notice (a "Company Default Notice") from the Lender or the Servicer to the Bank of the occurrence of an Event of Default under the Credit Agreement, the Bank shall take such action as from time to time shall be specified in writing from the Lender, or the Servicer, acting in its capacity as agent on behalf of the Lender, to enable the Lender to exercise its rights and remedies with respect to the lien and security interest described in this Section 3. ---------
(c) The Lender and the Servicer have entered into certain financing arrangements with the Collateral Agent, and certain other financial institutions on whose behalf the Collateral Agent is authorized to act (the "FINANCING"). As part of the Financing, the Lender has granted to the Collateral Agent a continuing lien upon, and security interest in, all of the Lender's interests in the property of the Company, including, wi...
Security Interest; Agency. As collateral security for Company's obligations to Agent and Lenders under the Credit Agreement and the other loan documents described therein, Company hereby grants to Agent, for its own benefit and the ratable benefit of Lenders, 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 (collectively, "Receipts"), and all proceeds of the foregoing. Bank acknowledges Agent's security interest in such collateral and that this Agreement constitutes notice of such security interest and Bank further acknowledges and agrees that is does not and shall not object to or contest Agent's security interest in such collateral. The parties hereto agree that Bank shall comply with the instructions originated by Agent directing disposition of the Receipts in the Blocked Accounts, without further consent of the Company.
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.
