Security Interest in Reserves Sample Clauses

Security Interest in Reserves. As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges and grants to Lender a security interest in, (i) the Reserves, (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s name and hereby acknowledges and agrees that Lender shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which the Reserves have been established, and Lender shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives all right to withdraw funds from the Reserves except as provided for in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s discretion, may either be held in a separate account or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment of the respective items for whi...
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Security Interest in Reserves. Other Matters Pertaining to Reserves 47 Section 4.02. Funds Deposited with Indenture Trustee 48 Section 4.03. Cash Trap Reserve 48 Section 4.04. Interest Reserve; Interest Reserve Letters of Credit 49 Section 4.05. Debt Service Account 50 Section 4.06. Escrow Account 51 ARTICLE V ALLOCATION OF FUNDS; PAYMENTS TO NOTEHOLDERS 51 Section 5.01. Allocations and Payments. 51 Section 5.02. Payments of Principal 57 Section 5.03. Payments of Interest 58 Section 5.04. No Gross Up 58 Section 5.05. Money for Payments to be Held in Trust 58 ARTICLE VI REPRESENTATIONS AND WARRANTIES 59 Section 6.01. Organization, Powers, Capitalization, Good Standing, Business 59 Section 6.02. Authorization of Borrowing, Authority, etc. 59 Section 6.03. Financial Statements 60 Section 6.04. Indebtedness and Contingent Obligations 60 Section 6.05. Compliance with Applicable Laws 60 Section 6.06. Agreements 60 Section 6.07. Litigation 60 Section 6.08. Payment of Taxes 60 Section 6.09. Performance of Agreements 61 Section 6.10. Governmental Regulation 61 Section 6.11. Employee Benefit Plans 61 Section 6.12. Solvency 61 Section 6.13. Use of Proceeds and Margin Security 61 Section 6.14. [Reserved] 62 Section 6.15. Ownership of the Obligors 62 ARTICLE VII COVENANTS 62 Section 7.01. Payment of Principal and Interest 62 Section 7.02. Financial Statements and Other Reports 62 Section 7.03. Existence; Qualification 64 Section 7.04. Payment of Claims 64 Section 7.05. [Reserved] 64 Section 7.06. [Reserved] 64 Section 7.07. Inspection 64 Section 7.08. Compliance with Laws and Obligations 65 Section 7.09. Further Assurances 65 Section 7.10. Performance of Agreements 65 Section 7.11. [Reserved] 65 Section 7.12. Management Agreement 65 Section 7.13. Maintenance of Office or Agency by Issuer 66 Section 7.14. [Reserved] 67 Section 7.15. [Reserved] 67 Section 7.16. Indebtedness 67 Section 7.17. No Liens 67 Section 7.18. Contingent Obligations 67 Section 7.19. Restriction on Fundamental Changes 67 Section 7.20. Bankruptcy, Receivers, Similar Matters 67 Section 7.21. ERISA 68 Section 7.22. [Reserved] 68 Section 7.23. [Reserved] 68 Section 7.24. Rule 144A Information 68 Section 7.25. Notice of Events of Default 69 Section 7.26. Maintenance of Books and Records 69 Section 7.27. Continuation of Ratings 69 Section 7.28. The Indenture Trustee’s Expenses 69 Section 7.29. Disposition of Portfolio Company Equity Interests, Managed Fund LP Interests or Asset Entities 69 Section 7.30. Limitation on Certain Issuances ...
Sample 1
Security Interest in Reserves. On or prior to the Issue Date, the Issuer or the Guarantors will establish certain Sub-Accounts of the Lock Box Account, to reserve certain amounts (the “Reserves”). Pursuant to the Security Documents, the Issuer and the Guarantors have pledged, assigned and granted to the Trustee on behalf of the Holders a security interest in and to all of their respective right, title and interest in and to the Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Notes and the other Security Documents.
Sample 1

Related to Security Interest in Reserves

  • Security Interest in Collateral The provisions of this Agreement and the other Note Documents create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the benefit of the Secured Creditors, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable Note Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

  • Security Interest, Etc The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

  • Security Interest Absolute All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Security Interest in Financed Vehicle Immediately prior to the sale, transfer and assignment thereof pursuant hereto and the First Step Receivables Assignment, each Receivable was secured by a validly perfected first priority security interest in the Financed Vehicle in favor of the Seller as secured party or all necessary and appropriate action had been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of the Seller as secured party.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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