Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC; (iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties; (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanAsset, along with the related Loan Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Assets solely on behalf of and for the benefit of the Secured Parties; and;
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; and
(x) none of the Collateral has been pledged or otherwise made subject to a Lien.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (a) The Parties intend the Company’s assignment pursuant to the first sentence of Section 4.2(a) to be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Company’s now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Recoveries after the Inception Date) (“Recoveries Collateral”) to secure all of the Company’s obligations to remit the Recoveries to the Reinsurer.
(b) Upon the failure of the Company to remit Recoveries to the Reinsurer, which failure remains uncured ten (10) days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:
(i) This Agreement creates the right to exercise all rights and remedies granted a valid and continuing secured party under the Uniform Commercial Code, as said code has been enacted in the State of Nebraska, the State of Illinois, or any other applicable jurisdiction (the “UCC”), as though all the Recoveries Collateral constituted property subject to a security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;under Article 9 thereof; and
(ii) the Loanright to intercept and retain monies and property in any lockbox or account set up for the receipt of Recoveries.
(c) This Section 4.3 is being included in this Agreement to ensure that, along with if an insolvency or other court determines that, notwithstanding the related Loan Filesprovisions of this Agreement, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within including Section 4.2(a), and the meaning express intent of the applicable UCC;Parties in entering into this Agreement, the Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer’s rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 4.3 be interpreted as such.
(iiid) Nothing contained herein shall be construed to support the Seller owns conclusion that the Company will retain any ownership of or any rights in the Recoveries Collateral after the Inception Date or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Inception Date.
(e) The Company shall execute and has good deliver and marketable title the Reinsurer is authorized to execute and deliver any and all financing statements reasonably requested by the Reinsurer to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan extent that it may appear appropriate to the sale and granting of a security interest in the Loans hereunder Reinsurer to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate file such financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf Reinsurer’s title under Article 9 of the Secured Parties, under this Agreement;
(vi) other than UCC to any and all Recoveries Collateral and the Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted to the Administrative Agenthereunder may be maintained as a first perfected security interest. All costs and expenses incurred in connection with obtaining a first priority, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a perfected security interest in or otherwise conveyed any of shall be borne by the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesReinsurer.
Appears in 3 contracts
Sources: Reinsurance Agreement, Reinsurance Agreement (Allstate Corp), Stock Purchase Agreement (Allstate Corp)
Security Interest. (i) This To the extent this Agreement is not construed to evidence an absolute transfer of all right, title and interest in the Sale Portfolio from the Seller to the Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under Section 4.1(bb).
(iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Loan, to the sale Sale thereof and the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Administrative Agent, on behalf Purchaser; provided that filings in respect of the Secured Parties, under this Agreementreal property shall not be required;
(vi) other than as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementPurchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale this Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax Tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loans, the Seller has received received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; andprovided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller has caused the issuance of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security. It is understood and agreed that the representations and warranties provided in this Section 4.1 shall survive (x) the Sale of the Sale Portfolio to the Purchaser and (y) and the grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Servicing Agreement by the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Administrative Agent and each Lender Agent upon obtaining knowledge of such breach.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (FS Energy & Power Fund), Purchase and Sale Agreement (FS Investment Corp II), Purchase and Sale Agreement (FS Investment CORP)
Security Interest. (a) The Parties intend the Ceding Company’s assignment pursuant to the first sentence of Section 3.2(a) to be a present assignment of all of the Ceding Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Ceding Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Ceding Company’s now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Recoveries after the Effective Time) (the “Recoveries Collateral”) to secure all of the Ceding Company’s obligations under this Agreement.
(b) Upon the failure of the Ceding Company to fully perform any of its material obligations under this Agreement, which failure remains uncured ten (10) days after written notice thereof is received by the Ceding Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:
(i) This Agreement creates the right to exercise all rights and remedies granted a valid and continuing secured party under the Uniform Commercial Code, as said code has been enacted in the State of Arizona, the State of Tennessee, or any other applicable jurisdiction (the “UCC”), as though all the Recoveries Collateral constituted property subject to a security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Sellerunder Article 9 thereof;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCCright to set off;
(iii) the Seller owns right to intercept and has good retain monies and marketable title to property in any lockbox or account set up for the Collateral free receipt of Recoveries and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Personotherwise;
(iv) without giving rise to any right to double recovery under this Section 3.11, the Seller has received all consents and approvals required by right to reasonable attorneys’ fees incurred in connection with the terms enforcement of any Loan to the sale and granting of a security interest this Agreement or in the Loans hereunder to the Administrative Agent, on behalf connection with disposition of the Secured Parties;Recoveries Collateral; and
(v) the Seller has caused right to dispose of the filing Recoveries Collateral.
(c) This Section 3.11 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Section 3.2(a), and the express intent of the parties in entering into this Agreement, the Ceding Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer’s rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 3.11 be interpreted as such.
(d) Nothing contained herein shall be construed to support the conclusion that the Ceding Company will retain any ownership of or any rights in the Recoveries Collateral after the Effective Time or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Effective Time.
(e) The Ceding Company shall execute and deliver and the Reinsurer is authorized to execute and deliver any and all appropriate financing statements in reasonably requested by the proper filing office in Reinsurer to the extent that it may appear appropriate jurisdictions under Applicable Law to the Reinsurer to file such financing statements in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf Reinsurer’s title under Article 9 of the Secured Parties, under this Agreement;
(vi) other than UCC to any and all Recoveries Collateral and the Ceding Company shall do such further acts and things as the Reinsurer may request in order that the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted hereunder may be maintained as a first perfected security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesinterest.
Appears in 3 contracts
Sources: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)
Security Interest. (i) This As described in Section 2.01(j) hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Loans, which security interest is shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerSeller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
(ii) the LoanCollateral Loans, along with the related Loan FilesRelated Contracts, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable title to the such Collateral Loans free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan the Collateral Loans to the sale and granting of a security interest in the Collateral Loans hereunder to the Administrative Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured PartiesUCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Loans granted to the Administrative Agent, on behalf of the Secured Parties, Buyer under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Loans, except in connection with its Warehouse Facilities, if any, which security interests, if any, with respect to such Collateral Loans will be released on or prior to the applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Seller Buyer under the applicable Sale Agreement, this Agreement or (B) that has been terminatedterminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each underlying promissory note that constitutes or copies evidences the Collateral Loans sold by the Seller hereunder have been delivered by the Seller at the direction of each Loan Registerthe Buyer as required under the Credit Agreement; and
(viii) none of the promissory notes, as applicableif any, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the any Collateral Custodian;
(viii) Loans sold by the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans hereunder has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBuyer.
Appears in 3 contracts
Sources: Master Loan Sale and Contribution Agreement (AB Private Credit Investors Corp), Master Loan Sale and Contribution Agreement (AB Private Credit Investors Corp), Master Loan Sale and Contribution Agreement (AB Private Credit Investors Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rights in the Collateral Portfolio in favor of the Administrative Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanCollateral Portfolio is comprised of “instruments”, along with the related Loan Files“financial assets”, constitute a “security entitlements”, “general intangible,” an intangibles”, “instrument,” an chattel paper”, “account,accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “chattel paperinsurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo);
(iii) with respect to Collateral Portfolio that constitute “financial assets”:
a. all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and
b. the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments.
(iv) the Collection Account constitutes a “securities account” as defined in the applicable UCC;
(iiiv) the Seller Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;
(vi) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(ivvii) the Seller Borrower has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Collateral Agent, on behalf of the Secured Parties;
(vviii) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Administrative Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required;
(viix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Administrative Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Portfolio. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interest interests granted to the Seller Borrower under the applicable Sale Contribution Agreement, or (B) that has been terminatedterminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.07. The Seller Borrower is not aware of the filing of any judgment or tax Tax lien filings against the SellerBorrower;
(viix) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viiixi) other than in the Seller case of Noteless Loan Assets, the Borrower has received received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; and;
(ixxii) none of the underlying promissory notes notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection Account and in the control of the Account Bank, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and
(xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the Collection Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent and the Administrative Agent.
Appears in 3 contracts
Sources: Loan and Servicing Agreement, Loan and Servicing Agreement (NF Investment Corp.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Security Interest. (i) This In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesRetention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;Retention Holder.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) Upon the Seller owns and has good and marketable title conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) the Seller The Retention Holder has received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;Issuer.
(v) the Seller The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the Issuer and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Retention Holder has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Retention Holder that include a description of collateral covering the such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedterminated in its entirety or released as to such Conveyed Collateral. The Seller Retention Holder is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Issuer or in blank or to the Secured PartiesTrustee.
Appears in 3 contracts
Sources: Master Loan Sale Agreement, Master Loan Sale Agreement (NewStar Financial, Inc.), Master Loan Sale Agreement (NewStar Financial, Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rights in the Collateral Portfolio in favor of the Administrative Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanCollateral Portfolio is comprised of “instruments”, along with the related Loan Files“financial assets”, constitute a “security entitlements”, “general intangible,” an intangibles”, “instrument,” an chattel paper”, “account,accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “chattel paperinsurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo);
(iii) with respect to Collateral Portfolio that constitute “financial assets”:
(A) all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and
(B) the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments.
(iv) the Collection Account constitutes a “securities account” as defined in the applicable UCC;
(iiiv) the Seller Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;
(vi) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(ivvii) the Seller Borrower has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Collateral Agent, on behalf of the Secured Parties;
(vviii) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Administrative Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required;
(viix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Administrative Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Portfolio. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interest interests granted to the Seller Borrower under the applicable Sale Contribution Agreement, or (B) that has been terminatedterminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.07. The Seller Borrower is not aware of the filing of any judgment or tax Tax lien filings against the SellerBorrower;
(viix) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viiixi) other than in the Seller case of Noteless Loan Assets, the Borrower has received received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; and;
(ixxii) none of the underlying promissory notes notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection Account and in the control of the Account Bank, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and
(xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the Collection Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent and the Administrative Agent.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, will constitute a “general intangible,” an “instrument,” an “account,” security agreement under the Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or “chattel paper” within deliver Purchased Amount to FUNDER and FUNDER’s right to realize the meaning of the applicable UCC;
(iii) the Seller owns Purchased Amount, as and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to FUNDER a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any Loan time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the sale “Secured Assets”). Merchant agrees to provide other security to FUNDER upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and granting such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Loans hereunder Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Administrative AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties;
(vAssets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in the Collateral granted and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s)(s) each hereby authorizes FUNDER to the Administrative Agentfile any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, on behalf of the Secured Partiesand FUNDER may charge and collect, under this Agreement;
(vi) other than the all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest granted and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to the Administrative Agentcreate, incur, assume, or permit to exist, directly or indirectly, any lien on behalf of the Secured Parties, pursuant or with respect to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral or the Additional Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 3 contracts
Sources: Revenue Purchase Agreement (Clearday, Inc.), Revenue Purchase Agreement (Clearday, Inc.), Revenue Purchase Agreement (Clearday, Inc.)
Security Interest. (ia) This The Security Agreement creates a valid and continuing (upon the taking of the actions required hereby or thereby) perfected security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of Collateral Agent in the Collateral as security for the Secured PartiesObligations, which security interest is prior subject in priority to all no other Liens (except for other than Permitted LiensLiens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and is all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland, Luxembourg, England and Wales and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable as such against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the Seller;
(ii) extent not required under the LoanExpress Perfection Requirements. Subject to the Local Requirements Exception, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and relevant Owner Subsidiary has good and marketable legal title to the Collateral its respective Pool Aircraft, free and clear of any Lien (Liens other than Permitted Liens), claim or encumbrance of any Person;.
(ivb) None of the Seller Collateral nor any Pool Aircraft Collateral has received all consents been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and approvals required except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the terms of any Loan to secured parties referenced therein) and the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale AgreementInternational Registry, or (B) filing records that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will may be delivered applicable to the Collateral Custodian;
or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (viiior agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Seller has received a written acknowledgment from Security Agreement or any other Security Document in favor of the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any)Agent, the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(ixc) none The rights and obligations of the underlying promissory notes or Loan Registerseach Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable, that constitute or evidence ) under the Loans has Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person Adverse Claim other than the Administrative Agent, on behalf of the Secured PartiesPermitted Liens.
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (International Lease Finance Corp), Term Loan Credit Agreement
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanCollection Account is not in the name of any Person other than the Borrower, along subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The Borrower has not consented to the account bank of the Collection Account to comply with entitlement orders of any Person other than the related Loan FilesCollateral Agent, constitute for the benefit of the Secured Parties.
(iii) the Collection Account constitutes a “general intangible,deposit account” an “instrument,” an “account,” or “chattel paper” within the meaning of as defined in the applicable UCC;
(iiiiv) the Seller Collection Account Agreement (assuming the due authorization, execution and delivery by the parties thereto other than the Borrower), together with this Agreement, grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;
(v) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) Person and has taken all steps necessary to perfect its security interest against the Seller has received all consents and approvals required by applicable Obligors in the terms of assets securing any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this AgreementAssets;
(vi) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Administrative Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating related to the security interest granted to the Seller under Collateral Agent, on behalf of the applicable Sale Secured Parties, pursuant to this Agreement, or (B) that has been terminatedterminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.06. The Seller Other than Permitted Liens, the Borrower is not aware of the filing of any judgment or tax Tax lien filings against the SellerBorrower;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset in the Collateral has been, or subject to the delivery requirements contained herein, will be delivered to the Custodian (with a copy to the Collateral CustodianAgent) pursuant to the Custodial Agreement;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes notes, Loan Asset Registers or Loan Registers, as applicable, security certificates that constitute or evidence any portion of the Loans Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(ix) with respect to any Collateral that constitutes a “certificated security,” all original executed copies of each security certificate that constitute or evidence the certificated securities have been delivered to the Custodian (with a copy to the Collateral Agent), on behalf of the Secured Parties and pursuant to the Custodial Agreement and each such security certificate has been Indorsed, by an effective Indorsement, in blank; and
(x) the Borrower has not delivered the original of any underlying promissory note or Loan Asset Register, as applicable, that constitutes or evidences a Loan Asset to any Person other than the Custodian (with a copy to the Collateral Agent) pursuant to the Custodial Agreement.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentTrust Depositor in all right, on behalf title and interest of the Secured PartiesSeller in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoan Assets, along with the related Loan Files, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has has, and upon the sale and transfer thereof by the Seller to the Trust Depositor, the Trust Depositor will have good and marketable title to the Collateral Loan Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralLoan Assets. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under the applicable Sale this Agreement, or (B) that has been terminatedterminated or for which a release or partial release has been filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note (if any) that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianTrustee;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers any Underlying Notes that constitute or evidence the Loans any Loan Assets solely on behalf of and for the benefit of the Secured PartiesSecurityholders; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesTrust Depositor.
Appears in 3 contracts
Sources: Sale and Contribution Agreement (Hercules Capital, Inc.), Sale and Contribution Agreement (Hercules Capital, Inc.), Sale and Contribution Agreement (Hercules Capital, Inc.)
Security Interest. (i) This Agreement creates a valid As security for the performance by the Borrower of all the terms, covenants and continuing security interest (as defined in agreements on the applicable UCC) in the Collateral in favor part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent, on behalf Agent for its benefit and the ratable benefit of the Secured Parties, which a continuing security interest is prior in, all of the Borrower’s right, title and interest in, to and under all other Liens of the following, whether now or hereafter owned, existing or arising (except for Permitted Liens)collectively, and is enforceable as such against creditors of and purchasers from the Seller;
“Collateral”): (i) all Pool Receivables, (ii) the Loanall Related Security with respect to such Pool Receivables, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title all Collections with respect to the Collateral free and clear of any Lien (other than Permitted Liens)such Pool Receivables, claim or encumbrance of any Person;
(iv) the Seller has received Lock-Boxes and Lock-Box Accounts and all consents amounts on deposit therein, and approvals required by the terms of any Loan all certificates and instruments, if any, from time to the sale time evidencing such Lock-Boxes and granting of a security interest in the Loans hereunder to the Administrative AgentLock-Box Accounts and amounts on deposit therein, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf rights (but none of the Secured Parties, obligations) of the Borrower under this Agreement;
the Transfer and Contribution Agreement and (vi) other than the security interest granted to the Administrative Agentall proceeds of, on behalf of the Secured Parties, pursuant to this Agreementand all amounts received or receivable under any or all of, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralforegoing. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement Administrative Agent (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (ix) none for the benefit of the underlying promissory notes Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or Loan Registersassets” or words to that effect, as applicablenotwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, that constitute or evidence the Loans has any marks or notations indicating that they have been pledgedCollateral shall be automatically released from the lien created hereby, assigned or otherwise conveyed to any Person and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, on behalf the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Secured PartiesBorrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.
Appears in 2 contracts
Sources: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) This Agreement constitutes a security agreement within the Loanmeaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(iii) the Collateral is comprised of “instruments”, along with the related Loan Files, constitute a “general intangible,intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” an and “instrument,proceeds” an (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);
(iv) with respect to Collateral that constitutes Deposit Accounts:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “account,control” or “chattel paper” (within the meaning of the applicable UCCUCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(iii2) the Seller Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;
(vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens), claim or encumbrance of any Person;
(ivviii) the Seller Borrower has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(vix) the Seller Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to the Administrative Agent, on behalf Article 9 of the Secured Parties, under this AgreementUCC as in effect in the Borrower’s jurisdiction of organization;
(vix) upon the delivery to the Collateral Custodian and the Document Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York;
(xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of any collateral covering included in the Collateral other than any financing statement (A) relating to the security interest granted to the Seller Borrower under the applicable Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminatedterminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment There are no judgments or tax lien filings against the SellerBorrower;
(viixii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has beenbeen or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Document Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ixxiii) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties;
(xiv) with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security; and
(xv) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective.
Appears in 2 contracts
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund), Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Security Interest. (i) This Agreement creates shall constitute a valid and continuing security interest (as defined agreement under applicable Law and, in furtherance thereof, the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior Company shall be deemed to all other Liens (except for Permitted Liens)have granted, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loandoes hereby grant, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of Participant a first priority security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and following for the benefit of the Secured PartiesParticipant and its assignees as security for the Company’s obligations under this Agreement, including its obligation to pay the Participant’s Share hereunder: (i) the Loans, including all future advances (including Authorized Funding Draws) made with respect thereto; and
(ii) the Loan Documents; (iii) all amounts payable to the Company under the Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Collateral (including Acquired Collateral, whether held by the Company directly or indirectly through an Ownership Entity) relating to the Loans; (v) all claims, suits, causes of action and any other right of the Company, whether known or unknown, against a Borrower, any Guarantor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all cash, securities and other property received or applied by or for the account of the Company under the Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of a Borrower, Guarantor or other obligor under or with respect to the Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all amounts on deposit therein; (viii) all Ownership Entities; and (ix) none any and all distributions on, or proceeds or products of or with respect to, any of the underlying promissory notes or Loan Registersforegoing, and the rights to receive such proceeds thereof (collectively, the “Secured Assets”). All of the Notes and other Custodial Documents shall be held by the Document Custodian as applicable, that constitute or evidence set forth in Section 8.01(c) (except and to the extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The Participant shall retain possession of the Notes and other Custodial Documents with respect to the Loans has any marks or notations indicating that they have been pledgeduntil such time as the Company retains the Document Custodian pursuant to the provisions of Section 8.01(c) and, assigned or otherwise conveyed at such time, the Company shall cause the Document Custodian to any Person take possession of the Notes and other than Custodial Documents with respect to the Administrative Agent, Loans on behalf of the Secured PartiesParticipant and the Company. The Company hereby authorizes the filing by the Participant of such financing statements in such jurisdictions as the Participant deems appropriate (in its sole and absolute discretion) with respect to the Loans, the Loan Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) for each Loan, an allonge, endorsed in blank, and executed by the Company, and (ii) for each Loan that is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to effect the endorsement of a Note or the assignment to effect the assignment of a mortgage to the Participant unless the Participant is entitled to exercise its rights as a secured party in accordance with this Agreement upon the occurrence and during the continuance of an Event of Default. The Company shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Electronic Tracking Agreement. The Company shall be designated as the “servicer” and the “investor” with respect to the Loans that are registered on the MERS® System, and the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any interest in any of the Loans and to confirm that the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the Loans registered on the MERS® System and provide the results to the Participant and, if requested by the Participant, shall request that MERS change the information in such fields, to the extent MERS will do so in accordance with its policies and procedures and otherwise consistent with this Agreement, to reflect its instructions.
Appears in 2 contracts
Sources: Participation and Servicing Agreement, Participation and Servicing Agreement
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 4.1(z).
(iii) the Seller owns and has good and marketable title to the Collateral Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the sale Sale thereof and the granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Administrative Agent, on behalf Purchaser; provided that filings in respect of the Secured Parties, under this Agreementreal property shall not be required;
(vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementPurchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (BC) that has been terminatedterminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan has Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loan Assets, the Seller has received received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Trustee, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; andprovided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentTrustee, on behalf of the Secured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Borrower of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in To secure the applicable UCC) in the Collateral in favor performance of the Administrative AgentTenant's obligations under this Lease, on behalf of the Secured Parties, which security interest is prior Tenant hereby grants to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of Landlord a security interest in and an express contractual lien upon all of Tenant's Property (the Loans hereunder "Security Interest"), to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralextent permitted by applicable law. The Seller has Security Interest shall not authorized the filing of and is not aware of include any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreementinventory sold by Tenant on consignment; i.e., or (B) inventory that has been terminatedpartially paid for by Tenant's customer(s) but not yet recognized as a sale on Tenant's balance sheet. Landlord is authorized to prepare and file financing statements signed only by Landlord (as secured party) covering the security described above (and Tenant hereby agrees to sign the same, as well as a separate security agreement if requested by Landlord, within ten (10) days of Landlord's request). Upon any default under this Lease by Tenant, any or all of Tenant's obligations to Landlord secured hereby shall, at Landlord's option, be immediately due and payable without notice or demand. In addition to all rights or remedies of Landlord under this Lease and the law, including the right to judicial foreclosure, Landlord shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Colorado. Landlord's Security Interest shall be subordinate only to the lien or security interest of any lender taking or succeeding to a purchase money security interest thereon, and upon Tenant's written request, if no default exists hereunder, Landlord shall execute an instrument confirming such subordination. The Seller is not aware Security Interest shall survive the termination of this Lease if such termination results from Tenant's default. The Security Interest and related lien are in addition to and cumulative of the filing of any judgment or tax Landlord's lien filings against provided by the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies laws of the Loan Registers that constitute or evidence the Loans solely on behalf State of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesColorado.
Appears in 2 contracts
Sources: Commercial Lease (MJ Holdings, Inc.), Commercial Lease (MJ Holdings, Inc.)
Security Interest. (i) This Agreement creates To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the name of Purchaser or its duly authorized representative, a valid and first priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the applicable UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor, on the one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the UCC for purposes of creating and perfecting the foregoing security interest. M▇▇▇▇▇▇▇ hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in favor of this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the Administrative AgentUCC and applicable law against Merchant and/or Guarantor, on behalf of the Secured Partiesincluding without limitation, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute placing a “general intangible,hold” an “instrument,” an “account,” on Merchant’s credit card processing accounts, the costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of otherwise encumber any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in its Receivables to any other person or entity until Purchaser has received the Loans hereunder to the Administrative AgentAmount Sold, on behalf plus any assessed fees and Costs of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative AgentCollection, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted in connection with a security interest financing approved by Purchaser in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partieswriting beforehand.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Amphitrite Digital Inc), Receivables Sale Agreement (Amphitrite Digital Inc)
Security Interest. (i) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower is fully paid and nonassessable.
(ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCCHoldings;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller Holdings has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this AgreementPledged Equity;
(viiv) other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralPledged Equity. The Seller Holdings has not authorized the filing of and is not aware of any financing statements against the Seller Holdings that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedPledged Equity. The Seller Holdings is not aware of the filing of any judgment or tax Tax lien filings against Holdings, other than Permitted Liens;
(v) Holdings consents to the Sellertransfer of any Pledged Equity to the Administrative Agent or its designee following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement;
(vi) The Pledged Equity shall not be represented by a certificate unless (i) the limited liability company agreement expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent;
(vii) all original executed copies if any portion of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan the Pledged Equity constitutes a “certificated security,” such certificated security has been, or subject to the delivery requirements contained herein, will be been delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties; and, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security;
(ixviii) none if any portion of the underlying promissory notes or Loan RegistersPledged Equity constitutes an “uncertificated security”, as applicable, that constitute or evidence Holdings has caused the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed issuer of such uncertificated security to any Person other than register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security; and
(ix) except as permitted pursuant to Section 5.08(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (and the location of Holdings’ records regarding the Pledged Equity (other than those delivered to the Collateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in Section 11.02.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.), Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) each of the LoanAssets, along with the related Loan Asset Files, constitute constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCCUCC (and if constituting “tangible chattel paper”, the sole “secured party’s original” marked as such shall have been delivered to the Collateral Custodian);
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Assets and any tangible chattel paper, if applicable, in each case solely on behalf of and for the benefit of the Secured Parties; and;
(ix) none of the underlying promissory notes or Loan RegistersRegisters or tangible chattel paper, as applicable, that constitute or evidence the Loans Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties;
(x) none of the Collateral has been pledged or otherwise made subject to a Lien; and
(xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and indorsed in blank to the Collateral Custodian solely on behalf of and for the benefit of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (i) This In the event that the transfer by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesDepositor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the SellerDepositor;
(ii) Each Collateral Obligation transferred hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC);
(iii) Upon the Seller owns and has good and marketable title transfer by the Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller The Depositor has received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured PartiesDepositor;
(v) the Seller The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other Other than the conveyance to the Issuer and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Depositor has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Depositor that include a description of collateral covering the such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller Depositor is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Sellerit;
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within five Business Days after the related Transfer Date (with respect to the Additional Collateral Obligations), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;; and
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Issuer or in blank or to the Secured PartiesTrustee.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (TICC Capital Corp.), Master Loan Sale Agreement (Golub Capital BDC, Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which security interest is enforceable in accordance with Applicable Law, is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;Borrower. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective or will be made on the Effective Date.
(i) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(ii) the LoanCollateral is comprised of “instruments”, along with the related Loan Files, constitute a “general intangible,” an intangibles”, “instrument,” an deposit accounts”, “account,” or investment property”, “chattel paper” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n).
(iii) with respect to Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the UCC as in effect from time-to-time in the State of New York:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable UCC;UCC as in effect from time-to-time in the State of New York) with respect to the Collection Account, the Operating Account and the Funding Account; and
(iii2) none of the Seller owns Collection Account, the Operating Account or the Funding Account is in the name of any Person other than the Borrower, and has good each of the Collection Account, the Operating Account and marketable title the Funding Account is subject to the Collateral free Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of the Collection Account, and clear the depository of the Operating Account or the Funding Account, to comply with the instructions of any Lien (Person other than Permitted Liens), claim or encumbrance of any Person;the Administrative Agent.
(iv) Each of the Seller Collection Account and the Funding Account constitutes a “securities account” as defined in Section 8‑501(a) of the UCC as in effect from time-to-time in the State of New York, and the Operating Account constitutes a “deposit account” as defined in Section 9-102(a) of the UCC as in effect from time-to-time in the State of New York.
(v) The Borrower has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;.
(vvi) Upon the Seller has caused delivery to the Collateral Custodian of all Collateral constituting “instruments”, “chattel paper” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s corporate trust office is located), the crediting of all Collateral that constitutes “financial assets” (as defined in the UCC as in effect from time to time in the State of New York) to an account and the filing of all appropriate the financing statements in the proper filing office jurisdiction in which the appropriate jurisdictions under Applicable Law in order to perfect the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral granted to the Administrative Agent, on behalf in that portion of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted Collateral in which a security interest in or otherwise conveyed any may be created under Article 9 of the Collateral. The Seller has not authorized UCC as in effect from time to time in the filing State of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;New York.
(vii) all All original executed copies of each underlying promissory note or (or, in the case of Equipment Finance Loans, the original executed copies of each Loan Register, as applicable, underlying Contract) that constitute or evidence each Loan has beenbeen or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding None of the underlying promissory notes (if any)or, in the case of Equipment Finance Loans, the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ixunderlying Contracts) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties.
(ix) With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
Appears in 2 contracts
Sources: Credit Agreement (Trinity Capital Inc.), Credit Agreement (Trinity Capital Inc.)
Security Interest. (ia) This Agreement creates a valid As general and continuing collateral security interest for the due payment and performance when due (as defined in whether at the applicable UCCstated maturity, by acceleration or otherwise) in of all Obligations, each Grantor hereby mortgages, charges and assigns to the Collateral in favor of the Administrative Agent, on behalf and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, which a security interest is prior to all other Liens (except for Permitted Liens)the “Security Interest”) in, and is enforceable as such against creditors of and purchasers from the Seller;Collateral.
(iib) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning The grant of any Security Interest in respect of the applicable UCC;
(iii) the Seller owns and has good and marketable title Collateral shall not include with respect to any Grantor, any item of property to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) extent the Seller has received all consents and approvals required grant by the terms of any Loan to the sale and granting such Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in such item of property is prohibited by an applicable enforceable contractual obligation (including but not limited to a Capital Lease Obligation) or requirement of law or would give any other Person the enforceable right to terminate its obligations with respect to such item of property and provided, further, that the limitation in the Loans hereunder foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a security interest pursuant to this Agreement in any money or other amounts due or to become due under any Account, contract, agreement or General Intangible. In addition, the Security Interests created by this Agreement do not extend to the Administrative Agentlast day of the term of any lease or agreement for lease of real property. Such last day shall be held by the Grantor in trust for the Collateral Agent and, on behalf the exercise by the Collateral Agent of any of its rights under this Agreement following the Secured Parties;occurrence and during the continuance of an Event of Default, will be assigned by the Grantor as directed by the Collateral Agent.
(vc) Each Grantor confirms that value has been given by the Seller Collateral Agent and the other Secured Parties to the Grantor, that the Grantor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest rights in the Collateral granted (other than after-acquired property) and that the Grantor and the Collateral Agent have not agreed to postpone the Administrative Agent, on behalf time for attachment of the Secured Parties, under Security Interests created by this Agreement;
(vi) other than the security interest granted Agreement to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized .
(d) Each Grantor hereby irrevocably authorizes the filing of Collateral Agent, in accordance with, and is not aware of to the extent consistent with, the Intercreditor Agreement, at any time and from time to time to file in any relevant jurisdiction any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered with respect to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from or any part thereof and amendments thereto. Each Grantor also ratifies its authorization for the Collateral Custodian that Agent to file in any relevant jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in and to the Intellectual Property granted by each Grantor, without the signature of any Grantor (but, prior to the occurrence of any Event of Default or Default, the Collateral Custodian or its bailee is holding the underlying promissory notes (if anyAgent shall provide notice of such filing to such Grantor), and naming any Grantor or the copies of Grantors as debtors and the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, Collateral Agent as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiessecured party.
Appears in 2 contracts
Sources: Canadian Security Agreement (Pliant Corp), Canadian Security Agreement (Pliant Corp)
Security Interest. (a) The Borrower hereby unconditionally grants and assigns to the Lender and its successors and assigns a continuing security interest in and security title to the Stock. The Borrower hereby delivers to the Lender all of its right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all obligations of the Administrative Agent, on behalf of Borrower to the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens)Lender hereunder, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all voting, consensual and dividend rights, shall remain in the Borrower until the occurrence of a Default.
(b) If, prior to repayment in full of the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning aggregate book value of the applicable UCC;
(iii) Stock becomes less than $13,400,000, the Seller owns and has good and marketable title Borrower shall promptly deliver to the Collateral free Lender on demand additional collateral of a type and clear value acceptable to the Lender (and the Lender’s judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of $13,400,000. The Borrower shall also execute any Lien (other than Permitted Lienssecurity documents the Lender may request to evidence and perfect the Lender’s rights in such additional collateral. If at any time such additional collateral is no longer required pursuant to this Section l(b), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a Lender shall release its security interest in such additional collateral upon the Loans hereunder to the Administrative Agent, on behalf request of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBorrower.
Appears in 2 contracts
Sources: Loan and Stock Pledge Agreement, Loan and Stock Pledge Agreement (Thomasville Bancshares Inc)
Security Interest. Unless prohibited by applicable laws or our records show that you hold the Account in a representative capacity, in addition to our rights of recoupment and set-off as provided above, as security for all present and future indebtedness or other obligations you (iincluding any joint account holder) This owe to us or any of our Affiliates under the Agreement creates or otherwise, you grant to us and our Affiliates a valid present and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a consensual security interest in the Loans hereunder Account and any other accounts you (including any joint account holder) may have with us or any of our Affiliates, including all Items which are now or may in the future be presented or deposited to the Administrative AgentAccount or any of such other accounts, on behalf all present and future proceeds of or related to the Account or any of such other accounts, and all funds or other credits now or in the future in or associated with the Account or any of such other accounts. You expressly acknowledge and agree that “our Affiliates” as used in this section includes Belize Bank International Limited, and thus that your non-Belizean denominated accounts are subject to these provisions. To enforce the foregoing security interest and to realize thereon, we may endorse Items presented for deposit or collection and take such other actions as we deem necessary or appropriate with respect to the Account or any of such other accounts, all without prior notice to you, and you grant us an irrevocable power of attorney to undertake such acts in your name. You agree that our security interest will apply to any joint Accounts which may be owned in any capacity as described under “Recoupment and Set-off” above and, with respect to such Accounts, you make all of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the same agreements regarding our security interest in the Collateral granted to the Administrative Agent, on behalf that you make above regarding our rights of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf recoupment and set-off. If our exercise of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralforegoing rights diminishes the balance in any Account, causing transactions or Items to be rejected, returned or dishonoured, we will have no liability in connection therewith. The Seller has not authorized the filing of and is not aware of You expressly agree that, in any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the instance when we are contemplating exercising our security interest granted to the Seller under the applicable Sale Agreementrights against one or more of your Accounts, we may in our sole discretion place a temporary or (Bindefinite administrative hold or freeze on your Account(s) that has been terminated. The Seller is not aware or any portion of the filing funds in your Account(s) which we deem appropriate, in lieu of any judgment or tax lien filings against actually seizing the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesfunds immediately.
Appears in 2 contracts
Sources: Client Deposit & Services Agreement, Client Deposit & Services Agreement
Security Interest. This Assignment constitutes either:
(i) This Agreement creates a valid transfer and continuing assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a grant of a security interest (as defined in the applicable UCC) in such property to the Collateral in favor Trust, which is enforceable with respect to existing Receivables of the Administrative AgentAdditional Accounts, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens)Trust, and is which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such against creditors of creation; and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) if this Assignment constitutes the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting grant of a security interest in the Loans hereunder to the Administrative AgentTrust in such property, on behalf of the Secured Parties;
(v) the Seller has caused upon the filing of all appropriate a financing statements statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the proper filing office case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the appropriate jurisdictions under Applicable Law in order UCC) thereof, and Insurance Proceeds relating to perfect such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in the Collateral granted such property (subject to the Administrative Agent, on behalf Section 9-306 of the Secured PartiesUCC as in effect in the State of Delaware), except for Liens permitted under this Agreement;
(visubsection 2.5(b) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Assignment of Receivables (Chase Manhattan Bank /Ny/), Assignment of Receivables (Chase Manhattan Bank /Ny/)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Collateral in favor of the Buyer and the Administrative Agent, Agent as assignee on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) each of the LoanAssets, along with the related Loan Asset Files, constitute constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Article 9 of the UCC of all applicable UCCjurisdictions;
(iii) the Seller owns and has good and marketable title to the Purchased Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Assets hereunder to the Buyer and the Administrative Agent, Agent as assignee on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Purchased Collateral granted hereunder to the Buyer and the Administrative Agent, Agent as assignee on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Buyer and the Administrative Agent, Agent as assignee on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Purchased Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Purchased Collateral other than any financing statement (A) relating to the security interest granted to the Seller Purchasers under the applicable Sale and Servicing Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), ) and the copies of the Loan Registers that constitute or evidence the Loans Assets solely on behalf of and for the benefit of the Secured Parties; and;
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties;
(x) none of the Collateral has been pledged or otherwise made subject to a Lien; and
(xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and indorsed in blank to the Collateral Custodian solely on behalf of and for the benefit of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Contribution Agreement (Capitalsource Inc), Sale and Contribution Agreement (Capitalsource Inc)
Security Interest. (a) The Borrower hereby unconditionally grants and assigns to the Lender and its successors and assigns a continuing security interest in and security title to the Stock. The Borrower hereby delivers to the Lender all of its right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all obligations of the Administrative Agent, on behalf of Borrower to the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens)Lender hereunder, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all voting, consentual and dividend rights, shall remain in the Borrower until the occurrence of a Default.
(b) If, prior to repayment in full of the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning aggregate book value of the applicable UCC;
(iii) Stock becomes less than 200% of the Seller owns and has good and marketable title outstanding Loan balance, the Borrower shall promptly deliver to the Collateral free Lender on demand additional collateral of a type and clear value acceptable to the Lender (and the Lender's judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of 200% of the outstanding Loan balance. The Borrower shall also execute any Lien (other than Permitted Lienssecurity documents the Lender may request to evidence and perfect the Lender's rights in such additional collateral. If at any time such additional collateral is no longer required pursuant to this Section 1(b), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a Lender shall release its security interest in such additional collateral upon the Loans hereunder to the Administrative Agent, on behalf request of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBorrower.
Appears in 2 contracts
Sources: Loan and Stock Pledge Agreement (Appalachian Bancshares Inc), Loan and Stock Pledge Agreement (Crescent Banking Co)
Security Interest. (i) This As described in Section 2.01(l) hereof, it is the intention of the parties hereto that the conveyance of the Collateral by the Seller to the Buyer be, and be construed as, an absolute sale and/or contribution without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale and/or contribution, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in granted by the Collateral Seller in favor of the Administrative AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Loans transferred by the Seller thereto, which security interest is shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the LoanCollateral Loans, along with the related Loan FilesRelated Contracts, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property” or “chattel paper,” within the meaning of the applicable UCC;
; (iii) the Seller owns and has has, and upon the sale, transfer and/or contribution thereof by the Seller to the Buyer, the Buyer will have good and marketable title to the such Collateral Loans free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
; (iv) the Seller has received all consents and approvals required by the terms of any Loan the Collateral Loans to the sale and granting and/or contribution of a security interest in the Collateral Loans -13- hereunder to the Administrative Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured Parties;
UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Loans granted by the Seller to the Administrative Agent, on behalf of the Secured Parties, Buyer under this Agreement;
Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the sale and/or contribution by the Seller to the Buyer hereunder, and the back-up security interest granted by the Seller to the Administrative AgentBuyer, on behalf as assigned by the Buyer to the Collateral Agent for the benefit of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Loans which security interests, if any, with respect to such Collateral Loans will be released on or prior to the applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Seller Buyer under the applicable Sale Agreement, this Agreement or (B) that has been terminatedterminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
; (vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each underlying promissory note that constitutes or copies evidences the Collateral Loans sold by the Seller hereunder have been delivered by the Seller at the direction of each Loan Registerthe Buyer as required under the Credit Agreement; and (viii) none of the promissory notes, as applicableif any, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the any Collateral Custodian;
(viii) Loans sold by the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans hereunder has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBuyer.
Appears in 2 contracts
Sources: Loan Sale and Contribution Agreement (Nuveen Churchill Private Capital Income Fund), Loan Sale and Contribution Agreement (Nuveen Churchill Private Capital Income Fund)
Security Interest. For and in consideration of the sum of ten Dollars (i$10.00) This Agreement creates and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing security interest (as defined in the applicable UCC) in the Collateral lien in favor of the Administrative Agent, on behalf of the Secured PartiesFronting Bank, which security interest is prior to all other Liens (except for Permitted Liens)the LC Administrator and the Lenders, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title grants to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of Administrative Agent a security interest in the Loans hereunder Pledged Collateral, in each case to secure the punctual payment and performance of all the Obligations. The Borrower covenants and agrees that (i) with respect to the Administrative Agent, on behalf Pledged Collateral consisting of the Secured Parties;
Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (vii) with respect to the Seller Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has caused sole and exclusive control over such Pledged Collateral and the filing Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all appropriate financing statements credit balances at any time in the proper filing office Deposit Account for so long as any Obligations remain outstanding under or in respect of the appropriate jurisdictions under Applicable Law Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in order connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to perfect §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative AgentAgent hereunder (subject to laws affecting creditor’s rights, on behalf generally); (v) it shall not create or permit the existence of liens or security interests in the Secured PartiesPledged Collateral in favor of third parties other than (i) liens arising by operation of law, under this Agreement;
so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) other than it shall not take any action or omit to take any action that would result in the security interest granted to termination of the Control Agreement without the prior consent of the Administrative Agent, on behalf Agent and it shall otherwise comply in all respects with the provisions of the Secured Parties, pursuant to this Control Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of ; and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject with respect to the delivery requirements contained hereinDeposit Account and the Securities Account, will be delivered it shall not give instructions or entitlement orders to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that would require the Collateral Custodian to advance any margin or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute other credit to or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBorrower.
Appears in 2 contracts
Sources: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD), Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Security Interest. (i) This In the event that the conveyance by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesDepositor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;Depositor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) Upon the Seller owns and has good and marketable title conveyance by the Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) the Seller The Depositor has received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;Issuer.
(v) the Seller The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the Issuer and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Depositor has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Depositor that include a description of collateral covering the such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedterminated in its entirety or released as to such Conveyed Collateral. The Seller Depositor is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Cut-Off Date (with respect to any Subsequent Conveyed Collateral), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Issuer or in blank or to the Secured PartiesTrustee.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (NewStar Financial, Inc.), Master Loan Sale Agreement (NewStar Financial, Inc.)
Security Interest. Subject to the Collateral Sharing Agreement:
(a) Effective from and after the Closing, the Seller hereby grants to the Buyer to secure the payment and performance in full of all of the Seller’s obligations under this Agreement, including the payment of past and future Participation Payments and if applicable, the NPV Value, a continuing security interest in the Collateral, including the Product Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The Seller represents, warrants, and covenants that the security interest granted [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. above shall, subject to Section 1.5(b) and Section 1.5(c), at all times continue to be a perfected security interest in the Collateral, subject only to Permitted Liens.
(b) Effective immediately upon the Loan Repayment, (i) This Agreement creates the Buyer’s Lien in all of the Released Collateral shall be released without any further action of any party and (ii) subject to Section 1.5(c), Buyer’s Lien in the Product Collateral shall continue as a valid and continuing first priority security interest junior only to Post-Security Interest Release Permitted Liens, provided that the Buyer agrees to perfect such security interest as set forth in Section 1.5(e). At the Seller’s expense, the Buyer shall, and hereby authorizes the Seller (or any agent of the Seller) to prepare and file, at any time within [ * ] Business Days following the Loan Repayment, all documents and take all other actions reasonably requested by the Seller to evidence the release of Buyer’s Lien on the Released Collateral.
(c) Upon the earlier of (i) the occurrence of a Seller Lien Release Triggering Event or (ii) the occurrence of an Acquiror Lien Release Triggering Event, the Buyer’s Lien in all of the Collateral (or, if either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, the Buyer’s Lien in all of the Product Collateral) shall be released without any further action of any party. At the Seller’s expense, the Buyer shall, and hereby authorizes the Seller (or any agent of the Seller) to prepare and file, at any time within [ * ] Business Days following the occurrence of either (i) or (ii) in this Section 1.5(c), all documents and take all other actions reasonably requested by the Seller to evidence the release of the Buyer’s Lien on the Collateral (or, if either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, to evidence the release of the Buyer’s Lien in all of the Product Collateral).
(d) Following the Seller’s failure to make full and prompt payment of any portion of the Payment Stream when due, but in any event subject to Section 5.4(c) (such failure, a “Payment Breach”), the Buyer shall be entitled to exercise all rights and remedies available under this Agreement including, without limitation, as defined set forth on Exhibit B which is hereby incorporated by reference into this Section 1.5 with the same force and effect as if set forth herein, but in any event subject to the terms of the Collateral Sharing Agreement. In addition and without limiting the foregoing, effective automatically upon the Seller failing to pay when due [ * ] consecutive Participation Payments to the Buyer (subject to extension of the due dates under Section 5.4(c)) (the date on which such second consecutive Participation Payment was due and payable, the “Mandatory Repurchase Offer Date”), the Seller shall, and shall be deemed to, have made an offer to the Buyer to repurchase the Revenue Participation Right (the “NPV Termination Offer”) and to terminate this Agreement for a repurchase price equal to the then net present value of the Payment Stream (the “NPV Value”). The NPV Termination Offer shall be deemed to have been accepted by the Buyer as of the Mandatory Repurchase Offer Date unless, within [ * ] days following such date, the Buyer shall have delivered written notice to the Seller declining the NPV Termination Offer. If the Buyer shall not have so declined the NPV Termination Offer, the Seller shall pay the NPV Value to the Buyer in cash, in a single payment, on the [ * ] calendar day following the Mandatory Repurchase Offer Date. The foregoing repurchase shall be on an “as is where is” basis without any express or implied representation or warranty of any kind whatsoever by the Buyer, in its capacity as seller under the foregoing repurchase. The parties hereto agree that the NPV Value shall be determined based upon (i) an [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assumed discount rate of [ * ]% over the Prime Rate then in effect, (ii) the [ * ] of [ * ] and as [ * ] to [ * ], and (iii) [ * ] in the applicable UCC[ * ] for [ * ]. The Seller shall, [ * ] of [ * ] of the [ * ] by the [ * ], deliver a confidential copy of such [ * ] to Buyer for the sole purpose of documenting the NPV Value.
(e) The Seller hereby authorizes the Buyer to file financing statements or take any other action required to perfect the Buyer’s security interests (i) in the Collateral other than the Product Collateral, at any time during which the Collateral Sharing Agreement remains in favor of the Administrative Agenteffect, on behalf of the Secured Parties, which security interest is prior with notice to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
, or (ii) in the LoanProduct Collateral, along with at any time following the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning first Marketing Approval of the applicable UCC;
(iii) Product; in either case, in all appropriate jurisdictions to perfect or protect the Seller owns and has good and marketable title Buyer’s interest or rights hereunder, including a notice that any disposition of the Collateral, except to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required extent permitted by the terms of this Agreement, by the Seller, or any Loan other Person, shall be deemed to violate the rights of the Buyer under the Code. The Seller further agrees to procure, deliver or execute and deliver to the sale Buyer, from time to time, all additional security agreements, instruments and granting of a security interest documents, including the Intellectual Property Security Agreement, each in the Loans hereunder form and substance reasonably satisfactory to the Administrative AgentBuyer, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect or protect the Buyer’s security interest interests in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under in accordance with this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if anySection 1.5(e), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Revenue Participation Agreement, Revenue Participation Agreement (Sunesis Pharmaceuticals Inc)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Conveyed Assets in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoans, along with the related Loan Files, constitute a are comprised of “instruments,” “securities entitlements,” “general intangibleintangibles” (including “payment intangibles”), “tangible chattel paper,” an “instrumentaccounts,” an “accountcertificated securities,” “uncertificated securities,” “supporting obligations,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 3.01(v);
(iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Collateral applicable Conveyed Assets on each Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Loan, to the sale conveyance thereof and the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Conveyed Assets in which a security interest may be perfected by any filing of a UCC financing statement; provided that filings in respect of real property shall not be required;
(vi) except as otherwise expressly permitted by the terms of this Agreement and the Loan Agreement and other than the security interest granted to the Administrative Purchaser and the Collateral Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralConveyed Assets. The Seller has not authorized the filing of and is not aware of any UCC financing statements against the Seller that include a description of collateral covering the Collateral Conveyed Assets other than any UCC financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale Agreement, this Agreement or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has have been, or subject to the delivery requirements contained hereinin the Loan Agreement, will be delivered to the Collateral CustodianAgent;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(ix) with respect to any Conveyed Asset that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Purchaser of such certificated security; and
(x) with respect to any Conveyed Asset that constitutes an “uncertificated security”, the Seller has caused the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
Appears in 2 contracts
Sources: Loan Sale Agreement (Oaktree Specialty Lending Corp), Loan Sale Agreement (Fifth Street Senior Floating Rate Corp.)
Security Interest. Buyer and Sellers intend, for all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan (iexcept in the case of the grant of security interests by Sellers under clause (b) This Agreement creates below, which shall be unconditional as of the date hereof), each Seller hereby pledges all of its right, title, and interest in, to and under and grants a valid lien on, and continuing security interest in (which lien and security interest shall be of first priority), all of its right, title, and interest in the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such Transaction is deemed to be a loan):
(a) the Purchased Loans, Servicing Agreements, Servicing Records, Servicing Rights, insurance relating to the Purchased Loans, all Hedging Transactions related to the Purchased Loans, and collection and escrow accounts relating to the Purchased Loans;
(b) the Cash Management Account and all monies from time to time on deposit in the Cash Management Account;
(c) all “general intangibles”, “accounts” and “chattel paper” as defined in the applicable UCC) in the Collateral in favor UCC relating to or constituting any and all of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Partiesforegoing; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Sutherland Asset Management Corp), Master Repurchase Agreement (Sutherland Asset Management Corp)
Security Interest. (i) This Agreement creates To secure the performance and payment of all obligations and indebtedness of the Borrower under the Notes to Lender, Borrower hereby grants to Lender a valid and continuing security interest in all of the Borrower’s property (as defined the “Collateral”). Lender’s security interest shall be perfected by the Borrower’s execution of this Agreement and the Lender shall be authorized to file a UCC-1 financing statement in the applicable UCC) County of Maricopa, State of Arizona and in such other jurisdictions as may be necessary to perfect the Lender’s security interest in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;Collateral.
(ii) The Collateral will not be misused or abused, wasted, or allowed to deteriorate, except for the Loanordinary wear and tear of its intended use, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” and will not be used in violation of any statute or “chattel paper” within the meaning of the applicable UCC;ordinance.
(iii) Borrower shall pay, prior to delinquency, all taxes, charges, liens and assessments against the Seller owns Collateral, and has good upon the Borrower’s failure to do so, the Lender at its option may pay any of these and marketable title shall be sole judge of the legality or validity of these obligations and the amount necessary to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;discharge them.
(iv) In addition to any other remedies set forth herein and without waiving or impairing them, upon the Seller has received all consents and approvals required by the terms occurrence of any Loan to the sale and granting an event of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions default under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Notes (“Event of Default”), and at any time thereafter, the Lender may declare all obligations secured hereby immediately due and payable, and shall have the rights and remedies of a lender under the Uniform Commercial Code of Arizona (“UCC”), including, without limitation, the right to sell, lease or otherwise dispose of any or all of the Collateral, and the right to take possession of the Collateral, and for such purposes the Lender may enter upon any premises on which the Collateral or any part of the Collateral may be situated and remove the same therefrom. The Seller has not authorized Lender may require the filing Borrower to assemble the Collateral and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties. Unless the Collateral is perishable, or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, the Lender will send or otherwise make available to the Borrower reasonable notice of the time and is not aware place of any financing statements against public sale of the Seller that include a description Collateral, or of collateral covering the time after which any private sale or other disposition of the Collateral other than any financing statement (A) relating is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the security interest granted Borrower at the address designated herein, or if notice is otherwise posted on the door of the premises of the Borrower, or any public place, at least five (5) days before the time of the sale or disposition. It is expressly understood and agreed by the Borrower that the Lender ‘s right to take possession of the Collateral upon the happening of an Events of Default may be exercised without resort to any court proceeding or judicial process whatever, and without any hearing whatever. In this connection, the Borrower expressly waives any right to any judicial process or to any hearing prior to the Seller under exercise of the applicable Sale AgreementLender’s right to take possession of the Collateral upon the happening of any such Events of Default. Expenses of retaking, holding, preparing for sale, or (B) that has been terminatedselling, or the like, of any Collateral shall include the Lender’s reasonable attorney’s fees and other expenses in connection with its enforcement of its rights under this Section 2(c). The Seller is not aware Borrower shall remain liable for any deficiency. The Lender agrees to release UCC lien, upon the repayment of in full principle and interest on the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesNotes.
Appears in 2 contracts
Sources: Loan and Modification Extension Agreement (BT Brands, Inc.), Loan and Modification Extension Agreement (BT Brands, Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 4.1(z).
(iii) the Seller owns and has good and marketable title to the Collateral Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the sale Sale thereof and the granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Administrative Agent, on behalf Purchaser; provided that filings in respect of the Secured Parties, under this Agreementreal property shall not be required;
(vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementPurchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (BC) that has been terminatedterminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan has Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loan Assets, the Seller has received received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Trustee, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; andprovided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentTrustee, on behalf of the Secured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;Borrower.
(ii) the LoanThe Collateral Portfolio is comprised of “instruments”, along with the related Loan Files“financial assets”, constitute a “security entitlements”, “general intangible,” an intangibles”, “instrument,” an chattel paper”, “account,accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), and the proceeds of the foregoing, or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(aa).
(iii) The Collection Account is not in the Seller owns and has good and marketable title name of any Person other than the Borrower, subject to the Collateral free and clear security interest of any Lien (other than Permitted Liens)the Administrative Agent, claim or encumbrance for the benefit of any Person;the Secured Parties.
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of The Collection Account constitutes either a security interest “deposit account” or a “securities account” (each as defined in the Loans hereunder to applicable UCC) as specified in the Administrative Agent, on behalf of the Secured Parties;Account Control Agreement.
(v) the Seller [Reserved].
(vi) The Borrower has caused authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;Agreement may be perfected by filing; provided that filings in respect of real property shall not be required.
(vivii) other Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating that has been terminated or fully and validly assigned to the security interest granted to the Seller under the applicable Sale Agreement, Administrative Agent or (B) that has been terminated. The Seller is not aware reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the filing consummation of any judgment or tax lien filings against transaction contemplated under (and in compliance with the Seller;
(viiconditions set forth in) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;Section 2.10.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none None of the underlying promissory notes or Loan Registersrelated loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Loans Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
(ix) With respect to any Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security.
(x) With respect to any Collateral that constitutes an “uncertificated security”, the Borrower has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
(xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower.
(xii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings.
(xiii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity.
(xiv) Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens.
(xv) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement.
(xvi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (xvii) below.
(xvii) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(xviii) If any portion of the Pledged Equity constitutes an “uncertificated security”, Holdings has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such uncertificated security.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.), Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Security Interest. (i) This In the event that the transfer by the Transferor to the U.S. Retention Holder of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the U.S. Retention Holder a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesTransferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;Transferor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder owns and has good and marketable title to the or will own such Conveyed Collateral free and clear of any Lien lien, claim or encumbrance of any Person (other than Permitted Liens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), and, upon the conveyance by the Transferor to the U.S. Retention Holder of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the U.S. Retention Holder will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has received or will have received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;U.S. Retention Holder.
(v) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, U.S. Retention Holder under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the U.S. Retention Holder and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, U.S. Retention Holder pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Seller Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Transferor has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Transferor that include a description of collateral covering the such Conveyed Collateral other than (1) any financing statement (A) relating to the security interest granted Granted to the Seller U.S. Retention Holder under the applicable Sale this Agreement, (2) any financing statement that has been, or that at the time of the conveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (B3) any financing statement that has been terminatedfiled to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. The Seller Transferor is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within ten (10) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentU.S. Retention Holder or the Issuer or in blank or to the Trustee or if any marks or notations, on behalf the Underlying Note has an unbroken chain of endorsements from the Secured Partiesprior holder(s) thereof, if any, evidenced in the chain of endorsements in blank or to the Trustee.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (Apollo Debt Solutions BDC), Master Loan Sale Agreement (Apollo Debt Solutions BDC)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which security interest is enforceable in accordance with Applicable Law, is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
Borrower. All filings (iiincluding, without limitation, such UCC filings) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of as are necessary in any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order jurisdiction to perfect the security interest in the Collateral granted to of the Administrative Agent, Agent on behalf of the Secured Parties, in the Collateral have been made and are effective or will be made on the Effective Date.
(i) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(ii) the Collateral is comprised of “instruments”, “general intangibles”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n).
(iii) With respect to Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the UCC as in effect from time-to-time in the State of New York:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Collection Account; and
(2) such Collection Accounts is not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Collection Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a notice of exclusive control, the Borrower and the Servicer may cause cash in such Collection Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement;.
(iv) The Collection Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York.
(v) [Reserved.]
(vi) other than Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s corporate trust office is located), the crediting of all Collateral that constitutes “financial assets” (as defined in the UCC as in effect from time to time in the State of New York) to an account and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest granted to the Administrative Agent, on behalf shall be a valid and first priority perfected security interest in all of the Secured Parties, pursuant to this Agreement, Collateral in that portion of the Seller has not pledged, assigned, sold, granted Collateral in which a security interest in or otherwise conveyed any may be created under Article 9 of the Collateral. The Seller has not authorized UCC as in effect from time to time in the filing State of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;New York.
(vii) all All original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has beenbeen or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none None of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties.
(ix) With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
(x) With respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective.
Appears in 2 contracts
Sources: Credit Agreement (Brightwood Capital Corp I), Credit Agreement (Brightwood Capital Corp I)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesTrust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerOriginator;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller Originator owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien Lien, claim or encumbrance of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Originator has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Requirements of Law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Seller Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets;
(vii) the Collateral. The Seller Originator has not authorized the filing of and is not aware of any financing statements against the Seller Originator that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under this Agreement and the applicable Sale Transfer and Servicing Agreement, or (B) that has been terminated. The Seller ;
(viii) the Originator is not aware of the filing of any judgment or tax lien Lien filings against the SellerOriginator;
(viiix) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viiix) the Seller Originator has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesNoteholders and the Swap Counterparties; and
(ixxi) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentIssuer and the Indenture Trustee, on behalf as assignees of the Secured PartiesTrust Depositor.
Appears in 2 contracts
Sources: Transfer Agreement (American Capital Strategies LTD), Transfer Agreement (American Capital Strategies LTD)
Security Interest. (a) A term contained in these General Terms that is defined in the PPSA (but not otherwise defined in these General Terms) has the meaning given to it in the PPSA.
(b) In consideration for the CaaS Supplies provided to you under these General Terms, you agree:
(i) This Agreement creates That these General Terms create a valid security interest and continuing a purchase money security interest (as defined in the applicable UCCPMSI) in the Collateral in favor CaaS Equipment and the proceeds of the Administrative Agent, on behalf sale of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerCaaS Equipment;
(ii) the Loanto keep all CaaS Equipment free and ensure all CaaS Equipment are kept free of any charge, along lien or security interest except as created under these Terms, and not otherwise deal with the related Loan Files, constitute CaaS Equipment in a “general intangible,” an “instrument,” an “account,” way that will or “chattel paper” within may prejudice any rights of JET Charge under these General Terms or the meaning of the applicable UCC;PPSA; and
(iii) that JET Charge is a secured party and can register its interest on any applicable security interest register. Any costs and expenses associated with JET Charge’s protection of its security interest will be a debt due and owing by the Seller owns Customer.
(c) If JET Charge has cause to exercise any of its rights under the PPSA, the Customer authorises JET Charge to enter any premises or property without notice and has good and marketable title without liability for trespass or damage to the Collateral free and clear of any Lien (other than Permitted Liens)extent reasonably necessary to exercise such rights, claim save to the extent caused by our or encumbrance of any Person;our employees, officers, agents or contractors’ fraud, negligence or wilful misconduct.
(ivd) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;The Customer waives its right:
(vi) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted receive a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware copy of any financing statements against the Seller statement, financing change statement or verification statement that include a description of collateral covering the Collateral other than is or may be registered, issued or received at any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Partiestime; and
(ixii) none under such sections of the underlying promissory notes PPSA as are able to be waived or Loan Registersexcluded by agreement, as applicable, that constitute or evidence including the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf following sections of the Secured PartiesPPSA: section 95 (notice of removal of an accession) to the extent that it requires the secured party to give a notice to the grantor; section 96 (when a grantor may retain an accession); section 123 (right to seize collateral); section 125 (obligation to dispose of or retain collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give notice to the grantor; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement).
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, Trustee on behalf of the Secured Parties, Parties which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns Borrower is the lawful owner of and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Borrower has received all consents and approvals required by the terms of any Loan the Collateral to the sale and granting grant of a security interest in the Loans Collateral hereunder to the Administrative Agent, on behalf of the Secured Second Parties;
(v) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the such Collateral granted to the Administrative Agent, Trustee on behalf of the Secured Parties, Parties under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, Trustee on behalf of the Secured Parties, Parties pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral;
(vii) the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the such Collateral other than any financing statement (A) relating to the security interest granted to the Seller Trustee on behalf of the Secured Parties under the applicable Sale this Agreement, or (B) that has been terminated. The Seller terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof;
(viii) the Borrower is not aware of the filing of any judgment or tax lien Lien filings against the SellerBorrower;
(viiix) other than in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), (4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Notes that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be any Transferred Loans have been delivered to the Collateral CustodianTrustee;
(viiix) the Seller Borrower has received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of and for the benefit of the Secured Parties; provided, however, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and
(ixxi) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Transferred Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Borrower and the Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Loan Funding and Servicing Agreement (Patriot Capital Funding, Inc.), Loan Funding and Servicing Agreement (Patriot Capital Funding, Inc.)
Security Interest. (a) Until the Loan Repayment, the Seller shall not create, incur, assume or permit to exist any Lien on any of the Collateral or any Excluded Intellectual Property, except for (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to Buyer under this Agreement, (ii) Permitted Licenses to Permitted Licensees and (iii) Permitted Liens. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(b) After the Loan Repayment, the Seller has shall not pledgedcreate, assignedincur, sold, granted a security interest in assume or otherwise conveyed permit to exist any Lien on any of the Product Collateral. The Seller has not authorized the filing of , except for (i) subject to Section 1.5(b) and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to Section 1.5(c), the security interest granted to the Buyer under this Agreement, (ii) Permitted Licenses to Permitted Licensees and (iii) Permitted Liens (other than Liens contemplated by clause (d) of Permitted Liens).
(c) Subject to Section 1.5(c), until the first to occur of a Seller under Lien Release Triggering Event or Acquiror Lien Release Triggering Event, if the applicable Sale Seller shall acquire a commercial tort claim (as defined in the Code), the Seller shall promptly notify the Buyer in a writing signed by the Seller of the general details thereof (and further details as may be required by the Buyer) and grant to the Buyer in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement (and subject to the terms of the Collateral Sharing Agreement), with such writing to be in form and substance reasonably satisfactory to the Buyer.
(d) Until the first to occur of a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, the Seller shall not (i) liquidate or dissolve or (ii) without at least [ * ] days’ prior written notice to the Buyer: (A) [ * ], including [ * ] (unless such [ * ] less than [ * ] in [ * ]), (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (BE) that has been terminated. The Seller is not aware of the filing of change any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes organizational number (if any), the copies ) assigned by its jurisdiction of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesorganization.
Appears in 2 contracts
Sources: Revenue Participation Agreement, Revenue Participation Agreement (Sunesis Pharmaceuticals Inc)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Assets in favor of the Administrative AgentTrustee, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related each Loan Files, constitute constitutes either a “general intangible,”, an “account” or an “instrument,” an “account,” or “chattel paper” ”, within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale transfer and granting of a security interest in the Loans such Loan hereunder to the Administrative AgentTrustee, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Loans and that portion of the Assets in which a security interest may be perfected by filing granted to the Administrative AgentTrustee, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative AgentTrustee, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralAssets. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Assets other than any financing statement (A) relating to the security interest granted to the Depositor under the Originator Sale Agreement and assigned to Seller under the applicable Depositor Sale Agreement, or (B) relating to the security interest granted to the Seller under the Depositor Sale Agreement, (C) that has been terminatedterminated and/or fully and validly assigned to the Trustee on or prior to the date hereof or (D) relating to the Related Security related to a Senior Subordinated Loan or a Junior Subordinated Loan. The Seller is not aware of the filing of any judgment judgment, ERISA or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral CustodianTrustee;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding the underlying promissory notes (if any), ) and/or the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentTrustee, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (MCG Capital Corp), Sale and Servicing Agreement (MCG Capital Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest To secure the prompt payment of all of each Debtor's Obligations (as defined in the applicable Loan Agreement referred to below) to the Secured Party, under that certain Loan Agreement between the Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and all of the other Loan Documents (as defined in the Loan Agreement), each Debtor hereby grants to the Secured Party a continuing first priority lien and security interest in and right of setoff against all of such Debtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the Collateral in favor name of the Administrative AgentDebtor (collectively the "Securities Account"), together with all of such Debtor's rights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the UCC) therein and all principal, interest, distributions, dividends (whether cash or stock), income, earnings, cash and other rights at any time received or receivable or otherwise distributed in respect of or in exchange therefor, and all additions to, all replacements of, all substitutions for, and all proceeds of any or all of the foregoing (all of the foregoing being sometimes collectively referred to herein as the "Collateral" of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security Party's interest in the Collateral granted to the Administrative Agent, on behalf under Article 9 of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesUCC.
Appears in 2 contracts
Sources: Loan Agreement (City National Rochdale Funds), Loan Agreement (City National Rochdale Funds)
Security Interest. As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Lender, and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Borrower’s right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the following, whether now or hereafter existing and wherever located: (i) This Agreement creates a valid the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and continuing security interest (as defined in the applicable UCC) in the Collateral in favor future rights and interests of the Administrative AgentBorrower in such Pledged Servicing Rights, on behalf of other than the Secured PartiesExcluded Amounts and Excess Yield, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanServicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, along with other than the related Loan FilesExcluded Amounts, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien Acknowledgement Agreements (other than Permitted Liens)the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, claim or encumbrance of any Person;
to the extent that a related Acknowledgement Agreement has been executed, and all rights and claims thereunder, (iv) all books and records, including computer disks and other records or physical or virtual data or information, related to the Seller has received foregoing (but excluding computer programs) (v) the Collection Account and all consents and approvals required by amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the Cash Management Account pursuant to the terms of any Loan the Intercreditor Agreement and Cash Management Agreement, to the sale extent applicable to the Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and granting (vii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Collateral”); provided that the Borrower shall not assign or pledge to the Lender, or a grant a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, Excluded Amounts or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesExcess Yield.
Appears in 2 contracts
Sources: Loan and Security Agreement (Mr. Cooper Group Inc.), Loan and Security Agreement (Mr. Cooper Group Inc.)
Security Interest. (i) This As described in Section 2.05 hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Loans, which security interest is shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerSeller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
(ii) the LoanCollateral Loans, along with the related Loan FilesRelated Contracts, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable title to the such Collateral Loans free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan the Collateral Loans to the sale and granting of a security interest in the Collateral Loans hereunder to the Administrative Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured PartiesUCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Loans granted to the Administrative Agent, on behalf of the Secured Parties, Buyer under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Loans. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Seller Buyer under the applicable Sale this Agreement, or (B) that has been terminatedterminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each underlying promissory note that constitutes or copies evidences the Collateral Loans have been delivered in accordance with the Credit Agreement by the Seller at the direction of each Loan Registerthe Buyer as required under the Credit Agreement; and
(viii) none of the promissory notes, as applicableif any, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the any Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBuyer.
Appears in 2 contracts
Sources: Loan Sale and Contribution Agreement (Fifth Street Senior Floating Rate Corp.), Loan Sale and Contribution Agreement (Fifth Street Senior Floating Rate Corp.)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Assets in favor of the Administrative Agent, on behalf of the Secured PartiesBuyer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanReceivables and Related Security constitute “instruments”, along with the related Loan Files, constitute a “general intangible,” an intangibles”, “instrument,” an “account,tangible chattel paper” or “chattel paperaccounts” within the meaning of (each as defined in the applicable UCC);
(iii) the Seller owns Fair, ▇▇▇▇▇▇▇ and has ▇▇▇▇▇▇ collectively own and have good and marketable title to the Collateral Sale Assets free and clear of any Lien of any Person (other than Permitted Liensthe Liens created by this Agreement), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Receivable, if any, to the sale and granting of a security interest in the Loans Sale Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesBuyer;
(v) the Seller has caused the filing of all appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership or security interest in the Collateral granted Receivables and in the other Sale Assets, to the Administrative Agent, on behalf extent that ownership or a security interest in such other Sale Assets may be perfected by the filing of the Secured Parties, under this Agreementa financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementBuyer, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Assets. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a collateral description of collateral covering the Collateral Sale Assets other than any financing statement (A) relating to the ownership of or security interest granted to the Seller Buyer under the applicable Sale this Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Buyer on or prior to the Closing Date. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note instrument that constitutes or copies of evidences each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be Receivable have been delivered to the Collateral Custodian;Buyer, and copies thereof have been delivered to the Servicer; and
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies none of the Loan Registers Underlying Instruments that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBuyer.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CLST Holdings, Inc.), Purchase and Sale Agreement (CLST Holdings, Inc.)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesTrust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerOriginator;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller Originator owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien Lien, claim or encumbrance of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Originator has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Requirements of Law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Seller Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets;
(vii) the Collateral. The Seller Originator has not authorized the filing of and is not aware of any financing statements against the Seller Originator that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under this Agreement and the applicable Sale Transfer and Servicing Agreement, or (B) that has been terminated. The Seller ;
(viii) the Originator is not aware of the filing of any judgment or tax lien Lien filings against the SellerOriginator;
(viiix) all original executed copies of each underlying promissory note or copies of each Loan RegisterUnderlying Note, as applicableif any, that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viiix) the Seller Originator has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (Underlying Notes, if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesNoteholders and the Swap Counterparties; and
(ixxi) none of the underlying promissory notes or Underlying Notes or, in the case of Noteless Loans, the Designated Loan Agreements and Loan Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentIssuer and the Indenture Trustee, on behalf as assignees of the Secured PartiesTrust Depositor.
Appears in 2 contracts
Sources: Transfer Agreement (American Capital Strategies LTD), Transfer Agreement (American Capital Strategies LTD)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesIssuer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerTrust Depositor;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller Trust Depositor owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien Lien, claim or encumbrance of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Trust Depositor has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesIssuer;
(v) the Seller Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Requirements of Law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets;
(vii) the Collateral. The Seller Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Seller Trust Depositor that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Issuer under the applicable Sale this Agreement, or (B) that has been terminated. The Seller ;
(viii) the Trust Depositor is not aware of the filing of any judgment or tax lien Lien filings against the SellerTrust Depositor;
(viiix) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viiix) the Seller Trust Depositor has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesSecurityholders and the Swap Counterparties; and
(ixxi) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Issuer and the Secured PartiesIndenture Trustee.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in It is the applicable UCC) in the Collateral in favor intention of the Administrative Agent, on behalf parties hereto that Client's transfer of the Secured PartiesReceivables to BofA shall constitute a sale and assignment, which security interest is prior to all other Liens (except for Permitted Liens)sale and assignment shall be absolute, irrevocable and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien without recourse (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan with respect to the limited repurchase obligations provided herein) and shall provide BofA with the full benefits of ownership of the Purchased Receivables. Notwithstanding the foregoing, to protect BofA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the express intent of the parties, to constitute a pledge rather than a sale and granting assignment of such Purchased Receivables, Client does hereby grant to BofA a security interest in the Loans hereunder and lien upon all of Client's right, title and interest in and to the Administrative Agent, on behalf Purchased Receivables and all proceeds thereon (the "Collateral") to secure a debt (Client's return to BofA of the Secured Parties;
(vPurchase Price paid by BofA for the Purchased Receivables) the Seller has caused the filing or any of Client's obligations to BofA under this Agreement. Client agrees to comply with all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law laws in order to perfect the BofA's security interest in the Collateral granted and to the Administrative AgentCollateral, on behalf to execute any financing statements, continuations thereof, amendment thereto or additional documents as BofA may require. Client hereby authorizes BofA to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as BofA may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Client shall not (a) alter its corporate existence or, in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (b) change its state of incorporation or formation or (c) change its registered corporate name, without, in each case, (i) providing 30 days prior written notice to BofA, (ii) providing such information as BofA may reasonably require in order to allow BofA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BofA may reasonably require in order to protect its rights and remedies hereunder. The occurrence and continuation of any Event of Default shall entitle BofA to all of the Secured Parties, under this Agreement;
default rights and remedies (viwithout limiting the other rights and remedies exercisable by BofA either prior or subsequent to an Event of Default) other than the security interest granted as available to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller secured party under the Uniform Commercial Code in effect in any applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesjurisdiction.
Appears in 2 contracts
Sources: Accounts Receivable Transfer Agreement (Applied Materials Inc /De), Accounts Receivable Transfer Agreement (Applied Materials Inc /De)
Security Interest. (i) This Agreement creates a valid Each Member hereby irrevocably and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title unconditionally grants to the Collateral free and clear of any Lien (other than Permitted Liens)a pledge of, claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in and charge over its Interest, and any accessions thereto and any proceeds and products therefrom, to secure the Loans hereunder to the Administrative Agent, on behalf payment obligations of the Secured Parties;
(v) granting Member hereunder, including such Member’s obligations to make Capital Contributions and to repay Default Loans. Each Member hereby authorizes the Seller has caused the filing of other to file and record all appropriate financing statements, continuation statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order and other instruments necessary or desirable to perfect or effectuate the security interest provisions of this Section 3.8. In connection with any foreclosure, transfer in the Collateral granted to the Administrative Agentlieu, on behalf or other enforcement of the Secured Parties, under this Agreement;
(vi) other than rights in the security interest granted in this Section 3.8, notwithstanding any contrary provision in Article 11, the acquiring Person shall, at the election of the remaining Member, automatically be admitted as a Member in the Company without any further action of the defaulting Member. In such case, the defaulting Member shall take all action that the non-defaulting Member may reasonably request to effectuate the admission of the transferee as a Member. The Delinquent Member grants to the Administrative Agent, on behalf Non-Defaulting Member a power of the Secured Parties, pursuant sale as to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating its entire Interest subject to the security interest granted created under Section 3.7 (whether or not perfected), upon a default in making required Capital Contributions or in repaying a Default Loan upon expiry of the Cure Period; provided, that any such foreclosure and recovery shall be with respect to the Seller amount then owing to the Non-Defaulting Member; provided, further that in no event shall the Non-Defaulting Member acquire an interest from the Delinquent Member upon exercise of its power of sale or enforcement of its pledge, security interest or charge, which would result in the Non-Defaulting Member owning an Interest greater than it would have had if it had made an election under Section 3.7(c) or Section 3.7(b) or the Delinquent Member owning an Interest that is less than it would have had if the Non-Defaulting Member made an election under Section 3.7(c) or Section 3.7(b) . Such power shall be exercised in the manner provided by applicable Sale AgreementLaw or otherwise in a commercially reasonable manner and upon reasonable written notice. In connection with any exercise of this power of sale, the Delinquent Member hereby waives any available right of redemption or (B) that has been terminated. The Seller is not aware required valuation or appraisal of the filing Interest prior to sale, any available right to stay execution or to require a marshalling of assets, and any judgment or tax lien filings against required bond if a receiver is appointed, and the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will Delinquent Member shall be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and liable for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesdeficiency.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Gryphon Gold Corp)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesTrust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerOriginator;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller Originator owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien Lien, claim or encumbrance of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Originator has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans hereunder Loan Assets under the ACAS Transfer Agreement to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Requirements of Law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of Trust Depositor under the Secured Parties, under this ACAS Transfer Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Seller Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralsuch Loan Assets. The Seller Originator has not authorized the filing of and is not aware of any financing statements against the Seller Originator that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A1) relating to the security interest granted to the Seller Trust Depositor under the applicable Sale ACAS Transfer Agreement and this Agreement, or (B2) that has been terminated. The Seller Originator is not aware of the filing of any judgment or tax lien Lien filings against the SellerOriginator;
(vii) all original executed copies of each underlying promissory note or copies of each Loan RegisterUnderlying Note, as applicableif any, that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viii) the Seller Originator has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (Underlying Notes, if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesNoteholders and the Swap Counterparties; and
(ix) none of the underlying promissory notes or Underlying Notes or, in the case of Noteless Loans, the Designated Loan Agreements and Loan Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentIssuer and the Indenture Trustee, on behalf as assignees of the Secured PartiesTrust Depositor.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the applicable UCC) Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (i) Liens in favor of the Administrative Agent, on behalf Parent in respect of the Secured PartiesObligations hereunder, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which there are adequate reserves on the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning financial statements of the applicable UCC;
Borrowers (if such reserves are required pursuant to GAAP), (iii) the Seller owns inchoate mechanics’ and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens)materialmen’s Liens for construction in progress, claim or encumbrance of any Person;
(iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Seller has received all consents and approvals required by the terms ordinary course of business of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative AgentBorrower, on behalf of the Secured Parties;
(v) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the Seller has caused the filing of all appropriate financing statements applicable property type and locality and that, individually or in the proper filing office in aggregate, would not reasonably be expected to materially interfere with the appropriate jurisdictions under Applicable Law in order Borrowers’ ability to perfect the security interest in the Collateral granted to the Administrative Agentconduct their businesses as currently conducted, on behalf of the Secured Parties, under this Agreement;
(vi) other than matters that would be disclosed on current title reports or surveys that arise or have arisen in the security interest granted to the Administrative Agentordinary course of business, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan RegisterLiens reflected in the Company SEC Reports, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies Lien described on Section 5.17 of the Loan Registers that constitute or evidence Company Disclosure Schedule to the Loans solely on behalf of Merger Agreement and for the benefit of the Secured Parties; and
(ix) none Liens (x) of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.a collection bank arising under Section
Appears in 2 contracts
Sources: Loan and Security Agreement (Myriad Pharmaceuticals, Inc.), Loan and Security Agreement (Javelin Pharmaceuticals, Inc)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanAsset, along with the related Loan Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Assets solely on behalf of and for the benefit of the Secured Parties provided, however, notwithstanding the foregoing, with respect to any Asset to be funded with the proceeds of an Advance funded on a same-day basis pursuant to Section 2.3(a), the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties; and;
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.; and
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. This Assignment constitutes either:
(i) This Agreement creates a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Additional Accounts in favor of the Administrative AgentSecured Party, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured PartiesTrust, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Seller;
Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (iias defined in the UCC) the Loanthereof and Insurance Proceeds relating thereto, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
upon such creation; and (iii) if this Assignment constitutes the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the Loans hereunder to the Administrative Agent, on behalf case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Parties;
Party shall have a first priority perfected security interest in such property (vsubject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Seller Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Receivables granted to the Administrative Agent, on behalf Secured Party hereunder. The Receivables constitute "accounts" within the meaning of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesUCC.
Appears in 2 contracts
Sources: Assignment of Receivables (Chase Manhattan Bank Usa), Assignment of Receivables (Chase Credit Card Master Trust)
Security Interest. (ia) This Agreement creates a valid As security for the performance by the Issuer of all the terms, covenants and continuing security interest (as defined in agreements on the applicable UCC) in the Collateral in favor part of the Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Issuer hereby grants to the Administrative Agent, on behalf Agent for its benefit and the ratable benefit of the Secured Parties, which a continuing security interest is prior in, all of the Issuer’s right, title and interest in, to and under all other Liens of the following, whether now or hereafter owned, existing or arising (except for Permitted Liens)collectively, and is enforceable as such against creditors of and purchasers from the Seller;
“Collateral”): (i) all Pool Receivables, (ii) the Loanall Related Security with respect to such Pool Receivables, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title all Collections with respect to the Collateral free and clear of any Lien (other than Permitted Liens)such Pool Receivables, claim or encumbrance of any Person;
(iv) the Seller has received Lock-Boxes and Lock-Box Accounts and all consents amounts on deposit therein, and approvals required by the terms of any Loan all certificates and instruments, if any, from time to the sale time evidencing such Lock-Boxes and granting of a security interest in the Loans hereunder to the Administrative AgentLock-Box Accounts and amounts on deposit therein, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf rights (but none of the Secured Parties, obligations) of the Issuer under this Agreement;
the Purchase and Sale Agreement and (vi) other than the security interest granted to the Administrative Agentall proceeds of, on behalf of the Secured Parties, pursuant to this Agreementand all amounts received or receivable under any or all of, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralforegoing. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement Administrative Agent (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (ix) none for the benefit of the underlying promissory notes Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or Loan Registersassets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of the Issuer, the Administrative Agent shall authorize or execute, as applicable, that constitute or and deliver to the Issuer UCC termination statements and such other documents as the Issuer shall reasonably request to evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiessuch termination.
Appears in 2 contracts
Sources: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Security Interest. (i) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower.
(ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;Holdings.
(iii) the Seller owns and Holdings has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to Pledged Equity.
(iv) Other than as expressly permitted by the Administrative Agent, on behalf terms of the Secured PartiesTransaction Documents, under this Agreement;
(vi) other than Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralPledged Equity. The Seller Holdings has not authorized the filing of and is not aware of any financing statements against the Seller Holdings that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedPledged Equity. The Seller Holdings is not aware of the filing of any judgment or tax Tax lien filings against Holdings, other than Permitted Liens.
(v) Holdings consents to the Seller;transfer of any Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement.
(vi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a "security" within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (vii) below.
(vii) all original executed copies If any portion of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan the Pledged Equity constitutes a "certificated security," such certificated security has been, or subject to the delivery requirements contained herein, will be been delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(viii) If any portion of the Pledged Equity constitutes an "uncertificated security", the Borrower hereby agrees to comply with instructions of the Administrative Agent, given at the direction of the Majority Lenders, with respect to such Pledged Equity without further consent of Holdings.
(ix) Except as permitted pursuant to Section 5.08(f), Holdings' location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (and the location of Holdings' records regarding the Pledged Equity (other than those delivered to the Collateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in Section 11.02.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)
Security Interest. (i) This Agreement creates Subject to the superior rights of the Agent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, each Debtor hereby grants to Secured Party a valid lien and continuing security interest (the "SECURITY INTERESTS") in all of such Debtor's right, title and interest in and to all assets of such Debtor, whether now owned or existing or hereafter arising or acquired and wherever arising or located, EXCEPT AS EXCLUDED ON SCHEDULE I HERETO, including, without limitation, the following property (such property being hereinafter sometimes collectively called the "COLLATERAL"):
(a) All accounts (as defined in the applicable UCC) Uniform Commercial Code as in effect on the date hereof in the Collateral in favor State of Texas; PROVIDED that if by mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Administrative Agentsecurity interests granted pursuant hereto, on behalf as well as all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement is governed by the UCC as in effect in another jurisdiction, "UCC" means the UCC as in effect in such other jurisdiction for purposes of the Secured Partiesprovisions hereof relating to such perfection or effect of perfection or non-perfection) and whether or not included in such definition, which security interest is prior to all other Liens (except for Permitted Liens)receivables, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loanaccounts receivable, along with the related Loan Fileslease receivables, constitute a “general intangible,” an “instrument,” an “account,” or “contract rights, chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim drafts, acceptances, instruments, writings evidencing a monetary obligation or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest or a lease of goods, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the Loans hereunder sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to the Administrative Agentall security agreements, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order leases, and other contracts securing or otherwise relating to perfect the security interest in the Collateral granted to the Administrative Agentany such accounts, on behalf of the Secured Partieslease receivables, under this Agreement;
(vi) other than the security interest granted to the Administrative Agentchattel paper, on behalf of the Secured Partiesdrafts, pursuant to this Agreementacceptances, the Seller has not pledgedinstruments, assigned, sold, granted writings evidencing a monetary obligation or a security interest in or otherwise conveyed a lease of goods, general intangibles or obligations (any and all of the Collateral. The Seller has not authorized foregoing property being collectively called the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller"RECEIVABLES");
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Industrial Holdings Inc), Purchase and Sale Agreement (Industrial Holdings Inc)
Security Interest. (a) As security for the prompt and complete payment and performance of all the Obligations, Debtor hereby grants to Lender a first priority security interest (subject to Priority Liens) in all of Debtor’s right, title interest in, to and under the Collateral described in Exhibit A. Notwithstanding the foregoing, the security interest granted herein shall not extend to and the term “Collateral” shall not include (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor any General Intangibles of the Administrative AgentDebtor (whether owned or held as licensee or lessee or otherwise including, on behalf for the avoidance of the Secured Partiesdoubt, which security interest is prior to all other Liens (except for Permitted Liens), leasehold interests as lessee or sublessee under real property leases and is enforceable as such against creditors of and purchasers from the Seller;
(iisubleases) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) extent that the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in therein would be contrary to applicable law or create a default under any agreement governing such property, right or license (but only if such restrictions are enforceable as a matter of law); or (ii) any equipment financed by another lender or lessor under documentation that prohibits the Loans hereunder granting of a second lien thereon executed prior to the Administrative Agent, on behalf date of the Secured Parties;this Agreement or which is subject to a Permitted Lien. GENERAL SECURITY AGREEMENT
(vb) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the Lender’s security interest in the Collateral granted shall attach to the Administrative Agent, Collateral without further act on behalf the part of the Secured Parties, under this Agreement;Lender or Debtor.
(vic) other than the Except for Priority Liens, in which case Lender’s security interest granted shall be junior to third parties holding such Priority Liens, such security interest constitutes a valid, and upon the Administrative Agentfiling of UCC financing statements and copyright filings with the appropriate governmental authorities, on behalf of the Secured Partiesfirst priority, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the presently existing Collateral. The Seller has not authorized the filing of , and is not aware of any financing statements against the Seller that include will constitute a description of collateral covering the Collateral other than any financing statement (A) relating to the valid, security interest granted to in Collateral acquired after the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesdate hereof.
Appears in 2 contracts
Sources: Credit Agreement (ADESTO TECHNOLOGIES Corp), Credit Agreement (ADESTO TECHNOLOGIES Corp)
Security Interest. (a) As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Borrower’s obligations under this Note (whether now existing or hereafter arising), each Obligor grants to Lender a security interest in all of such Obligor’s right, title and interest in and to the following personal Property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) This Agreement creates a valid Goods, and continuing security interest (as defined in other tangible and intangible personal Property of such Obligor whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Obligor and wherever located; and, to the applicable UCC) in the Collateral in favor extent not otherwise included, all proceeds of each of the Administrative Agentforegoing and all accessions to, on behalf substitutions and replacements for, and rents, profits and products of each of the Secured Parties, which security interest is prior foregoing; and excluding all Intellectual Property. Each Obligor shall not permit a Lien to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien exist on its Intellectual Property (other than Permitted Liens), claim or encumbrance ) without the prior written consent of any Person;
(iv) the Seller has received Lender. The Collateral shall include all consents and approvals required by the terms of any Loan to proceeds from the sale of all Intellectual Property outside the ordinary course of business and granting all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the Loans hereunder underlying Intellectual Property is necessary to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the have a security interest in the proceeds from the sale of such Intellectual Property, at the time of a sale, then the Collateral granted to the Administrative Agentshall automatically, on behalf and effective as of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf date of the Secured Parties, pursuant to this Agreement, include the Seller has not pledged, assigned, sold, granted a Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in or the sales proceeds of Intellectual Property.
(b) Unless otherwise conveyed defined in this Note, capitalized terms used in Section 9(a) shall have the respective meanings assigned to such terms in the Hercules LSA (as in effect on the date hereof, a copy of which is attached hereto and is incorporated by reference) and any items of classes of Collateral referred to above not so defined shall have the meanings assigned to such terms in the New York Uniform Commercial Code.
(c) The Borrower shall use its commercially reasonable efforts no later than 60 days after the Closing Date to (i) cause any deposit account control agreements in effect with respect to any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating Borrower’s Deposit Accounts to be amended on terms reasonably satisfactory to the security interest granted Lender to provide that Lender shall have “control” (within the meaning of Section 9-104(a) of the New York Uniform Commercial Code) over such Deposit Accounts effective after the Hercules LSA has been paid in full, and (ii) cause insurance certificates to be issued to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if anyLender in accordance with Section 16(b), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Second Lien Secured Term Note (Glori Energy Inc.), Second Lien Secured Term Note (Glori Energy Inc.)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, Trustee on behalf of the Secured Parties, Parties which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns Borrower is the lawful owner of and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Borrower has received all consents and approvals required by the terms of any Loan the Collateral to the sale and granting grant of a security interest in the Loans Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the such Collateral granted to the Administrative Agent, Trustee on behalf of the Secured Parties, Parties under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, Trustee on behalf of the Secured Parties, Parties pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral;
(vii) the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the such Collateral other than any financing statement (A) relating to the security interest granted to the Seller Trustee on behalf of the Secured Parties under the applicable Sale this Agreement, or (B) that has been terminated. The Seller terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof;
(viii) the Borrower is not aware of the filing of any judgment or tax lien Lien filings against the SellerBorrower;
(viiix) other than in the case of Pre-Positioned Loans and Noteless Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Notes that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be any Transferred Loans have been delivered to the Collateral CustodianTrustee;
(viiix) the Seller Borrower has received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Transferred Loans (other than Noteless Loans) solely on behalf of and for the benefit of the Secured Parties; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan (that is not a Noteless Loan) to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and
(ixxi) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the any Transferred Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Borrower and the Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Loan Funding and Servicing Agreement (Kohlberg Capital CORP), Loan Funding and Servicing Agreement (Kohlberg Capital CORP)
Security Interest. (i) This Agreement creates To secure the prompt payment and performance to Lender of all of the Obligations, each Borrower hereby grants to Lender a valid and continuing security interest (as defined in the applicable UCCCollateral. No Borrower is authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (a) non-exclusive licenses and similar arrangements for the use of the property of such Borrower in the ordinary course of business, other licenses that would not result in a legal transfer of title of the licensed property but that may be exclusive, or licenses or transfers under such Borrower’s source code escrow arrangements, (b) sales or disposal of surplus, worn-out or obsolete equipment or (c) transfers of other assets of any Borrower that do not in the aggregate exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the Collateral aggregate for all Borrowers during any fiscal year of Parent. For the avoidance of doubt, payments of money by any Borrower for its ordinary course business expenses (such as: the payment, in favor each case in the ordinary course of the Administrative Agentsuch Borrower’s business, of: payroll, rent, debt service, accounts payable, payments to vendors or other third parties for goods provided or services rendered to or on behalf of such Borrower) shall not be considered a sale, assignment, transfer or conveyance restricted by the Secured Partiesprovisions of this Agreement. Each Borrower agrees to sign any instruments and documents reasonably requested by Lender to evidence, which perfect, or protect the interests of Lender in the Collateral. Each Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. No Borrower shall grant or permit any lien or security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to in the Collateral free and clear of or any Lien (interest therein other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Business Financing Agreement, Business Financing Agreement (Selectica Inc)
Security Interest. (i) This Agreement creates Each Pledgor hereby unconditionally grants and assigns to the Secured Parties, and their respective successors and permitted assigns, a valid and continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent all of its right, title and interest in and to the Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as defined security for the payment of all of the Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual and dividend rights, shall remain in such Pledgor until the applicable UCC) in occurrence and during the Collateral in favor continuance of an Event of Default and until the Administrative Agent shall notify such Pledgor of the Administrative Agent, on behalf ’s exercise of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), voting and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title dividend rights to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Pledged Interests pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesSection 9 hereof.
Appears in 2 contracts
Sources: Loan Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesTrust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerOriginator;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller Originator owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien Lien, claim or encumbrance of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Originator has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans hereunder Loan Assets under the ACAS Transfer Agreement to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Requirements of Law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of Trust Depositor under the Secured Parties, under this ACAS Transfer Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Seller Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralsuch Loan Assets. The Seller Originator has not authorized the filing of and is not aware of any financing statements against the Seller Originator that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under the applicable Sale ACAS Transfer Agreement and this Agreement, or (B) that has been terminated. The Seller Originator is not aware of the filing of any judgment or tax lien Lien filings against the SellerOriginator;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viii) the Seller Originator has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesNoteholders and the Swap Counterparties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentIssuer and the Indenture Trustee, on behalf as assignees of the Secured PartiesTrust Depositor.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (i) This this Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens (except for other than Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability;
(ii) this Agreement constitutes a security agreement within the Loanmeaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(iii) the Collateral is comprised of "instruments", along "general intangibles", "certificated securities", "security entitlements", "uncertificated securities", "deposit accounts", "securities accounts", "investment property" and "proceeds" (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);
(iv) with respect to Collateral that constitutes Deposit Accounts:
(1) the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable UCCUCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(iii2) the Seller Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) each Account constitutes a "securities account" as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;
(vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(ivviii) the Seller Borrower has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(vix) the Seller Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to the Administrative Agent, on behalf Article 9 of the Secured Parties, under this AgreementUCC as in effect in the Borrower's jurisdiction of organization;
(vix) upon the delivery to the Collateral Custodian of all Collateral constituting "instruments" and "certificated securities" (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian's Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York;
(xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of any collateral covering included in the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof or reflecting the Liens granted hereunder. The Seller is not aware of the filing of any judgment There are no judgments or tax lien filings against the SellerBorrower;
(viixii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has beenhave been or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ixxiii) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties;
(xiv) with respect to Collateral that constitutes a "certificated security," such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security;
(xv) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain "control" of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and
(xvi) the Borrower represents and warrants that the full legal and beneficial title to the Collateral has been secured in favor of the Administrative Agent, as agent for the Secured Parties.
Appears in 2 contracts
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp), Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Security Interest. As security for the payment or performance, as the case may be, in full of their respective Secured Obligations, (ia) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title ▇▇▇▇▇▇▇▇ hereby grants to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agentits successors and assigns, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
, a first priority security interest in all of Geoffrey’s right, title and interest in, to and under the ▇▇▇▇▇▇▇▇ Collateral and (ixb) none of each other Grantor hereby grants to the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf its successors and assigns, for the benefit of the Secured Parties, a second priority security interest in all of such Grantor’s right, title and interest in, to and under the Collateral, in each case wherever located, whether now owned or hereafter acquired or arising (the “Security Interest”); provided that the security interest granted to the Collateral Agent in, to and under Intercompany Licenses shall be limited to the non-exclusive right to use the Proprietary Marks in exercising the Agent’s Rights and Remedies in connection with a Liquidation. Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file one or more Financing Statements, continuation statements, or to sign other documents for the purpose of perfecting, confirming or continuing the Security Interest granted by each Grantor, without the signature of any Grantor (each Grantor hereby appointing the Collateral Agent as such Person’s attorney to sign such Person’s name to any such instrument or document, whether or not an Event of Default exists), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary in this Agreement, in the event that the Issuer becomes subject to Rule 3-16 of Regulation S-X under the Securities Act to the extent necessary and for so long as required for a Subsidiary of the Issuer not to be subject to the requirement to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Stock of any Subsidiary of the Issuer shall not be included in the Collateral with respect to the Notes and shall not be subject to the Liens securing the Notes and the Notes Obligations.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Toys R Us Inc)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iviii) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the sale Sale thereof and the granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(viv) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; and
(v) other than (A) as expressly permitted by the terms of this Agreement and the Revolving Credit and Security Agreement and (B) the security interest granted to the Administrative Purchaser and the Collateral Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest Lien in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (Ax) relating to the security interest granted to the Seller Purchaser under the applicable Sale this Agreement, or (By) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: First Omnibus Amendment (Pennantpark Investment Corp), Purchase and Sale Agreement (Pennantpark Investment Corp)
Security Interest. (i) This i. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as contributions, then this Agreement creates a valid and continuing security interest (as defined in Lien on the applicable UCC) in the Collateral Transferred Assets in favor of the Administrative Transferee and the Collateral Agent, on behalf as assignee, for the benefit of the Secured Parties, which security interest is prior validly perfected under Article 9 of the UCC (to all other Liens (except for Permitted Liensthe extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the SellerTransferee; the Transferred Assets are comprised of "instruments," "security entitlements," "general intangibles," "certificated securities," "uncertificated securities," "securities accounts," "investment property," "accounts," "cash," "deposit accounts" and "proceeds" and such other categories of collateral under the applicable UCC as to which the Transferor has complied with its obligations as set forth herein;
(ii) . the LoanCollateral Assets, along with the related Loan Filesloan files, constitute either a “"general intangible,” " an “"instrument,” " an “"account,” or “" "securities entitlement," "tangible chattel paper” within the meaning of ", "certificated security," "uncertificated security," "supporting obligation," or "insurance" (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Transferor has complied with its obligations under this Section 4.1(z);
(iii) . the Seller Transferor owns and has good and marketable title to the Collateral Transferred Assets Conveyed by it to the Transferee hereunder on such Conveyance Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) . the Seller Transferor has received all consents and approvals required by the terms of any Loan Collateral Asset, to the sale Conveyance thereof and the granting of a security interest in the Loans Collateral Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesTransferee;
(v) v. the Seller Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Transferee in that portion of the Collateral Transferred Assets in which a security interest may be perfected by filing granted hereunder to the Administrative Agent, on behalf Transferee; provided that filings in respect of the Secured Parties, under this Agreementreal property shall not be required;
(vi) . other than (i) as expressly permitted by the terms of this Agreement and the Credit Agreement and (ii) the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementTransferee, the Seller Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralTransferred Assets. The Seller Transferor has not authorized the filing of and is not aware of any financing statements against the Seller Transferor that include a description of collateral covering the Collateral Transferred Assets other than any financing statement (A) relating to the security interest granted to the Seller Transferee under the applicable Sale this Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller Transferor is not aware of the filing of any judgment or tax lien filings against the SellerTransferor;
(vii) . all original executed copies of each underlying promissory note or copies of each Loan Registerassignment and assumption agreement, as applicabletransfer document or instrument relating to such Collateral Asset evidencing the assignment of such Collateral Asset from any prior owner thereof to the Transferee and from the Transferee in blank or to the Collateral Agent, that constitute or evidence each Loan will be delivered to the Custodian;
viii. the Transferor has beenreceived, or subject to the delivery requirements contained hereinherein will receive, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Custodian, as the bailee of the Collateral Custodian or its bailee Agent, is holding the underlying promissory notes that constitute or evidence the Collateral Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties;
ix. none of the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
x. with respect to any Transferred Asset that constitutes a "certificated security", such certificated security has been delivered to the Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Transferee of such certificated security; and
xi. with respect to any Transferred Assets that constitutes an "uncertificated security", that the Transferor shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
Appears in 2 contracts
Sources: Contribution Agreement (Ares Strategic Income Fund), Contribution Agreement (Ares Core Infrastructure Fund)
Security Interest. (i) This To the extent this Agreement is not construed to evidence an absolute transfer of all right, title and interest in the Sale Portfolio from the Seller to the Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under Section 4.1(bb).
(iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Loan, to the sale Sale thereof and the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Administrative Agent, on behalf Purchaser; provided that filings in respect of the Secured Parties, under this Agreementreal property shall not be required;
(vi) other than as expressly permitted by the terms of this Agreement and the Loan and Security Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this AgreementPurchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale this Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax Tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Registerloan register with respect to a Noteless Loan, as applicable, that constitute or evidence each Loan has have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loans, the Seller has received received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; andprovided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 of the Loan and Security Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Registersloan registers with respect to Noteless Loans, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller has caused the issuance of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security. It is understood and agreed that the representations and warranties provided in this Section 4.1 shall survive (x) the Sale of the Sale Portfolio to the Purchaser and (y) and the grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Security Agreement by the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Administrative Agent and each Lender Agent upon obtaining knowledge of such breach.
Appears in 1 contract
Sources: Purchase and Sale Agreement (FS Investment Corp III)
Security Interest. (a) The parties hereto (i) This Agreement creates intend that the transactions contemplated by Section 2.1(a) shall be treated as a valid purchase and continuing security interest (sale of Accounts and Indebtedness for all purposes and that the transactions contemplated by Section 2.1(b) shall be treated as defined in a program for the applicable UCC) in the Collateral in favor extension of the Administrative Agentcredit by GE Capital to Account Debtors who wish to obtain financing from GE Capital to purchase Merchandise, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), not as lending transactions and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” shall file and/or have filed UCC-1 or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing comparable statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in interests created thereby. To secure payment of all Obligations and, against the Collateral granted possibility that those transactions contemplated hereby as a purchase and sale of Accounts and Indebtedness or as extensions of credit to Account Debtors are not so considered despite the intentions of the parties, Parent and each Operating Subsidiary hereby grant, to the Administrative Agentextent of their interests therein, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant GE Capital a continuing first priority Lien in and to this Agreement, the Seller has not pledged, assigned, all Accounts and Indebtedness sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed transferred to GE Capital, established and/or added by GE Capital, or as to which GE Capital has otherwise provided consideration under this Agreement, including, without limitation, a first priority Lien, to the extent of Parent's or its Operating Subsidiary's interest therein, in and to all Merchandise purchased by Account Debtors pursuant to such Accounts. Such Lien is in addition to the Liens specified in Sections 5.1(b), 5.4 and 6.
1. All such property shall be collectively referred to as the "Collateral".
(b) In addition to the Lien granted pursuant to Section 5.1(a), to secure payment of all Obligations, Parent and each Operating Subsidiary hereby ▇▇▇▇▇ ▇▇ Capital a continuing first priority Lien in and to (a) all Accounts and Indebtedness at anytime owned by any Person other than the Administrative Agentsuch Person, on behalf of the Secured Partiesincluding without limitation, Accounts and Indebtedness purchased by Parent or an Operating Subsidiary pursuant to Section 2.4 and (b) all Accounts and Indebtedness established and/or added by GE Capital that are purchased by Parent or an Operating Subsidiary pursuant to Section 2.4.
Appears in 1 contract
Sources: Account Purchase and Credit Card Program Agreement (Levitz Furniture Corp /Fl/)
Security Interest. (i) This In the event that the conveyance by the U.S. Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesU.S. Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;U.S. Retention Holder.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) Upon the Seller owns and has good and marketable title conveyance by the U.S. Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the U.S. Retention Holder (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) the Seller The U.S. Retention Holder has received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;Issuer.
(v) the Seller The U.S. Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the Issuer and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller U.S. Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller U.S. Retention Holder has not authorized the filing of of, and is not aware of of, any financing statements against the Seller U.S. Retention Holder that include a description of collateral covering the such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminatedterminated in its entirety or released as to such Conveyed Collateral. The Seller U.S. Retention Holder is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within ten (10) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentIssuer or in blank or to the Trustee (or if any marks or notations, on behalf the Underlying Note has an unbroken chain of endorsements from the Secured Partiesprior holder(s) thereof, if any, evidenced in the chain of endorsements in blank or to the Trustee, subject to Section 2.5).
Appears in 1 contract
Sources: Master Loan Sale Agreement (MidCap Financial Investment Corp)
Security Interest. (i) This In the event that the transfer by the Transferor to the Retention Holder of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Retention Holder a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesTransferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;Transferor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder owns and has good and marketable title to the or will own such Conveyed Collateral free and clear of any Lien lien, claim or encumbrance of any Person (other than Permitted Liens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), and, upon the conveyance by the Transferor to the Retention Holder of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Retention Holder will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has received or will have received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;Retention Holder.
(v) The Transferor, at the Seller time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Retention Holder under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the Retention Holder and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Retention Holder pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Seller Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Transferor has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Transferor that include a description of collateral covering the such Conveyed Collateral other than (1) any financing statement (A) relating to the security interest granted Granted to the Seller Retention Holder under the applicable Sale this Agreement, (2) any financing statement that has been, or that at the time of the conveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (B3) any financing statement that has been terminatedfiled to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. The Seller Transferor is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within ten (10) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentRetention Holder or the Issuer or in blank or to the Collateral Trustee or if any marks or notations, on behalf the Underlying Note has an unbroken chain of endorsements from the Secured Partiesprior holder(s) thereof, if any, evidenced in the chain of endorsements in blank or to the Collateral Trustee, subject to Section 2.5.
Appears in 1 contract
Sources: Master Loan Sale Agreement (Apollo Debt Solutions BDC)
Security Interest. It is the express intent of the parties hereto that the Sale of the Loan Assets by the Transferor to the Purchaser hereunder be, and be treated for all purposes (other than tax and accounting purposes) as an absolute sale by the Transferor (free and clear of any Lien, security interest, charge or encumbrance other than Permitted Liens) of such Loan Assets. It is, further, not the intention of the parties that such Sale be deemed a pledge of such Loan Assets by the Transferor to the Purchaser to secure a debt or other obligation of the Transferor. However, in the event that, notwithstanding the intent of the parties, such Loan Assets are held to continue to be property of the Transferor, then the parties hereto agree that: (i) This the Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior shall also be deemed to all other Liens (except for Permitted Liens)be, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loanhereby is, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel papersecurity agreement” within the meaning of Article 9 of the applicable UCC;
; (ii) the transfer of the Loan Assets provided for hereunder shall be deemed to be a grant by the Transferor to the Purchaser of a first priority security interest (subject only to Permitted Liens) in all of the Transferor’s right, title and interest in and to such Loan Assets and all amounts payable to the holders of such Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Loan Assets together with all of the other obligations of the Transferor hereunder; (iii) the Seller owns and has good and marketable title to possession by the Purchaser (or the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, Custodian on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties) of such Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the UCC; and
and (ixiv) none acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the underlying promissory notes or Loan Registers, as applicable, Purchaser for the purpose of perfecting such security interest under Applicable Law. The parties further agree in such event that constitute or evidence any assignment of the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed interest of the Purchaser pursuant to any Person other than provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the Administrative Agent, on behalf terms of the Secured PartiesAgreement. The Purchaser shall, to the extent consistent with the Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Agreement were deemed to create a security interest in such Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of the Agreement. The Purchaser shall have, in addition to the rights and remedies which it may have under the Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which rights and remedies shall be cumulative.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Apollo Debt Solutions BDC)
Security Interest. Woodbridge hereby grants to the Lender a security interest in all of the Woodbridge’s present and future right, title and interest in and to any and all of the following (the “Collateral”):
(i) This Agreement creates a valid and continuing security interest (as defined That certain loan in the applicable UCCprincipal amount of Hundred Thousand and 00/100 Dollars ($ ,000.00) in (the Collateral in favor of “Pledged Loan”) extended by Woodbridge to (“Borrower”) and secured by a first priority lien on the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens real property located at (except for Permitted Liens“Premises”), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) The promissory note evidencing the Loan, along with Pledged Loan (the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCCUnderlying Note”);
(iii) The mortgage or deed of trust securing the Seller owns and has good and marketable title to Pledged Loan with an interest in the Collateral free and clear of any Lien Premises (other than Permitted Liensthe “Underlying Mortgage”), claim or encumbrance of any Person;; and
(iv) Title insurance policies and such other instruments or documentation as may be executed and delivered to Woodbridge in conjunction with the Seller has received all consents Pledged Loan (said Underlying Note, Underlying Mortgage and approvals required by other associated loan documents collectively hereafter referred to as the terms of any “Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;Documents”).
(v) Upon the Seller has caused consummation of the filing of all appropriate financing statements Pledged Loan, Woodbridge will execute and deliver to Lender collateral assignment documents substantially in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;form attached hereto as Exhibits B and C.
(vi) other than Lender acknowledges that they are only providing the security interest granted to the Administrative Agent, on behalf financing for a portion of the Secured PartiesPledged Loan and, pursuant therefore, Woodbridge retains the right to this Agreementexecute other notes, loan agreements, assignments, and collateral assignments in favor of other lenders as may be necessary to fund the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering Pledged Loan secured by the Collateral on a pari passu basis with such other than lenders. Lender further agrees that it, and any financing statement (A) relating such other lenders, shall execute an Intercreditor Agreement substantially in the form attached hereto as Exhibit D in order to the security interest granted to the Seller under the applicable Sale Agreement, or (B) confirm that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to their interests in the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies are of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesequal priority.
Appears in 1 contract
Sources: Loan Agreement
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iviii) the Seller Borrower has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Collateral Agent, on behalf of the Secured Parties;
(viv) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Administrative Collateral Agent, on behalf of the Secured Parties, under this Agreement;
(viv) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Administrative Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest interests granted to the Seller Borrower under the applicable Purchase and Sale Agreement, or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Seller Borrower is not aware of the filing of any judgment or tax Tax lien filings against the SellerBorrower;
(viivi) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;; and
(viiivii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding none of the underlying promissory notes (if any), the copies of the Loan Registers ) that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties.
Appears in 1 contract
Sources: Loan and Servicing Agreement (CION Investment Corp)
Security Interest. (i1) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Assets in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii2) the LoanLoans, along with the related Loan Files, constitute either a “"general intangible,” " an “"instrument,” " an “"account,” " "investment property," or “"chattel paper” ," within the meaning of the applicable UCC;
(iii3) the Seller owns and has good and marketable title to the Collateral Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv4) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v5) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Assets granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi6) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralAssets. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Assets other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii7) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained hereinherein will be, will be delivered to the Collateral Custodian;
(viii) 8) the Seller has received received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix9) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 1 contract
Sources: Loan Certificate and Servicing Agreement (Capitalsource Inc)
Security Interest. (i) This In the event that the transfer by the Transferor to the Depositor of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Depositor a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor all of the Administrative Agentright, on behalf title and interest of the Secured PartiesTransferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other Liens liens (except for other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Seller;Transferor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;).
(iii) The Transferor owns the Seller owns Conveyed Collateral being conveyed hereunder, free and has good clear of any lien, claim or encumbrance of any Person (other than Permitted Liens and marketable title any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), and, upon the conveyance by the Transferor to the Depositor of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Depositor will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens), claim or encumbrance of any Person;.
(iv) the Seller The Transferor has received all consents and approvals required by the terms of any Loan Conveyed Collateral to the sale and granting conveyance of a security interest in the Loans such Conveyed Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties;Depositor.
(v) the Seller The Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the such Conveyed Collateral granted to the Administrative Agent, on behalf of the Secured Parties, Depositor under this Agreement;Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) other Other than the conveyance to the Depositor and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Depositor pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Seller Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the such Conveyed Collateral. The Seller Transferor has not authorized the filing of of, and is not aware of of, any financing statements against the Seller Transferor that include a description of collateral covering the such Conveyed Collateral other than (1) any financing statement (A) relating to the security interest granted Granted to the Seller Depositor under the applicable Sale Agreement, or this Agreement and (B2) any financing statement that has been terminatedterminated in its entirety or, if necessary, amended to release such Conveyed Collateral. The Seller Transferor is not aware of the filing of any judgment judgment, employee benefit or tax lien filings against the Seller;it.
(vii) all original executed copies of each underlying promissory note On or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject prior to the delivery requirements contained hereinClosing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Cut-Off Date (with respect to any Subsequent Collateral Obligations), will be copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Collateral Custodian;.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies None of the Loan Registers Underlying Notes that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans Conveyed Collateral has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative AgentDepositor, on behalf of the Secured PartiesIssuer or in blank or to the Trustee.
Appears in 1 contract
Sources: Master Loan Sale Agreement (NewStar Financial, Inc.)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral Purchased Assets in favor of the Administrative Agent, on behalf of the Secured PartiesBuyer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns is the lawful owner of and has good and marketable title to the Collateral Purchased Assets free and clear of any Lien of any Person (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan the Purchased Assets to the sale and granting grant of a security interest in the Loans Purchased Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesBuyer;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral such Purchased Assets granted to the Administrative Agent, on behalf of the Secured Parties, under this AgreementBuyer;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Purchased Assets;
(vii) the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral such Purchased Assets other than any financing statement (A) relating to the security interest granted to the Seller Buyer under the applicable Sale this Agreement, or (B) that has been terminated. The ;
(viii) the Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(viiix) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note that constitute or evidence each Loan has been, or subject to any Loans included in the delivery requirements contained herein, will be Purchased Assets have been delivered to the Collateral Custodian;
(viiix) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Loans included in the Purchased Assets solely on behalf of and for the benefit of the Secured PartiesBuyer or its assignees; and
(ixxi) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Seller and the Secured PartiesBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Capital Strategies LTD)
Security Interest. (a) The Parties intend the Company's assignment pursuant to the first sentence of Section 4.2(a) to be a present assignment of all of the Company's rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Company's now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Recoveries after the Inception Date) ("Recoveries Collateral") to secure all of the Company's obligations to remit the Recoveries to the Reinsurer.
(b) Upon the failure of the Company to remit Recoveries to the Reinsurer, which failure remains uncured ten (10) days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:
(i) This Agreement creates the right to exercise all rights and remedies granted a valid and continuing secured party under the Uniform Commercial Code, as said code has been enacted in the State of Nebraska, the State of Illinois, or any other applicable jurisdiction (the "UCC"), as though all the Recoveries Collateral constituted property subject to a security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;under Article 9 thereof; and
(ii) the Loanright to intercept and retain monies and property in any lockbox or account set up for the receipt of Recoveries.
(c) This Section 4.3 is being included in this Agreement to ensure that, along with if an insolvency or other court determines that, notwithstanding the related Loan Filesprovisions of this Agreement, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within including Section 4.2(a), and the meaning express intent of the applicable UCC;Parties in entering into this Agreement, the Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer's rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 4.3 be interpreted as such.
(iiid) Nothing contained herein shall be construed to support the Seller owns conclusion that the Company will retain any ownership of or any rights in the Recoveries Collateral after the Inception Date or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Inception Date.
(e) The Company shall execute and has good deliver and marketable title the Reinsurer is authorized to execute and deliver any and all financing statements reasonably requested by the Reinsurer to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan extent that it may appear appropriate to the sale and granting of a security interest in the Loans hereunder Reinsurer to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate file such financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf Reinsurer's title under Article 9 of the Secured Parties, under this Agreement;
(vi) other than UCC to any and all Recoveries Collateral and the Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted to the Administrative Agenthereunder may be maintained as a first perfected security interest. All costs and expenses incurred in connection with obtaining a first priority, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a perfected security interest in or otherwise conveyed any of shall be borne by the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesReinsurer.
Appears in 1 contract
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanCollateral is comprised of “instruments”, along with the related Loan Files“security entitlements”, constitute a “general intangible,intangibles”, “certificated securities”, “uncertificated securities”, USActive 55525956.12 69 “securities accounts”, “investment property” an and “instrument,proceeds” an “account,” or “chattel paper” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);
(iii) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to one of the Accounts and the securities intermediary for each Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the applicable UCCUCC as in effect from time-to-time in the State of New York;
(iii2) the Seller Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account; and
(3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(iv) all Accounts constitute “securities accounts” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;
(v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(ivvi) the Seller Borrower has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(vvii) the Seller Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to the Administrative Agent, on behalf Article 9 of the Secured Parties, under this AgreementUCC as in effect in the Borrower’s jurisdiction of organization;
(viviii) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of any collateral covering included in the Collateral other than any financing statement (A) in favor of the Administrative Agent, (B) relating to the security interest interest, if any, granted to the Seller Borrower under the applicable Sale Agreement, Agreement or (BC) that has been terminatedterminated and/or fully and validly assigned to the Administrative Agent or the Borrower on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings There are no judgments against the SellerBorrower that would constitute an Event of Default;
(viiix) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan that is evidenced by a promissory note has beenbeen or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viiix) the Seller Borrower has received received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note (if any) that evidence all Loans evidenced by a promissory note solely on behalf of the Administrative Agent for the benefit of the Secured Parties;
(xi) none of the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties;
(xii) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and
(xiii) in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective.
Appears in 1 contract
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rights in the Collateral Portfolio in favor of the Administrative Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanCollateral Portfolio is comprised of “instruments”, along with the related Loan Files“financial assets”, constitute a “security entitlements”, “general intangible,” an intangibles”, “instrument,” an chattel paper”, “account,accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “chattel paperinsurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo);
(iii) with respect to Collateral Portfolio that constitute “financial assets”:
(A) all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and
(B) the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the DMSLIBRARY01\32370595.v1 Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments.
(iv) the Collection Account constitutes a “securities account” as defined in the applicable UCC;
(iiiv) the Seller Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;
(vi) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(ivvii) the Seller Borrower has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Collateral Agent, on behalf of the Secured Parties;
(vviii) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Administrative Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required;
(viix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Administrative Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Portfolio. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interest interests granted to the Seller Borrower under the applicable Sale Contribution Agreement, or (B) that has been terminatedterminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.07. The Seller Borrower is not aware of the filing of any judgment or tax Tax lien filings against the SellerBorrower;
(viix) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viiixi) other than in the Seller case of Noteless Loan Assets, the Borrower has received received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding 99 DMSLIBRARY01\32370595.v1 the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; and;
(ixxii) none of the underlying promissory notes notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection Account and in the control of the Account Bank, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and
(xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the Collection Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent and the Administrative Agent.
Appears in 1 contract
Security Interest. (a) As security for the payment and performance of the Obligations, Pledgor hereby pledges, assigns, transfers, hypothecates and sets over to Secured Party, and hereby grants to Secured Party a security interest in, all of Pledgor’s right, title and interest in, to and under (i) This the Pledged Shares and the Additional Collateral and any certificates and instruments now or hereafter representing the Pledged Shares and the Additional Collateral, (ii) all rights, interests and claims with respect to the Pledged Shares and Additional Collateral, including under any and all related agreements, instruments and other documents, and (iii) all books, records and other documentation of Pledgor related to the Pledged Shares and Additional Collateral, in each case whether presently existing or owned or hereafter arising or acquired and wherever located (collectively, the “Pledged Collateral”).
(b) Pledgor hereby agrees to deliver to or for the account of Secured Party, at the address and to the Person or Persons to be designated by Secured Party, the certificates representing the Pledged Shares, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party.
(c) If Pledgor shall become entitled to receive or shall receive any Additional Collateral, Pledgor shall accept any such Additional Collateral as Secured Party’s agent, shall hold it in trust for Secured Party, shall segregate it from other property or funds of Pledgor, and shall deliver all Additional Collateral and all certificates, instruments and other writings representing such Additional Collateral forthwith to or for the account of Secured Party, at the address and to the Person to be designated by Secured Party, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party, to be held by Secured Party subject to the terms hereof, as part of the Pledged Collateral. Upon accepting any such Additional Collateral hereunder, Secured Party shall promptly send a notification to Pledgor describing the Additional Collateral accepted and held as part of the Pledged Collateral hereunder, which notification shall be deemed to be a Schedule to this Agreement creates and may be attached hereto.
(d) Pledgor shall execute and deliver to Secured Party concurrently with the execution of this Agreement, and at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to effect a valid transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Pledged Collateral and to accomplish the purposes of this Agreement.
(e) Pledgor agrees that this Agreement shall create a continuing security interest (as defined in the applicable UCC) in the Collateral in favor and pledge of the Administrative Agent, on behalf of the Secured Parties, Pledged Collateral which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along shall remain in effect until terminated in accordance with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesSection 18.
Appears in 1 contract
Security Interest. (i) This Notwithstanding that it is the express intent of the parties hereto that the Sale of the Loan Assets by the Seller to the Purchaser hereunder be an absolute sale by the Seller (free and clear of any Lien, security interest, charge or encumbrance other than Permitted Liens) of such Loan Assets, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Sale Portfolio in favor of the Administrative Agent, on behalf of the Secured PartiesPurchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 4.1(y).
(iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens), claim or encumbrance ) of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the sale Sale thereof and the granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesPurchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required;
(vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Administrative Purchaser and the Collateral Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralSale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Seller Purchaser under the applicable Sale Agreement, this Agreement or (B) that has been terminatedterminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan has Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loan Assets, the Seller has received received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; andprovided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Collateral Agent, on behalf of the Secured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Business Development Corp of America)
Security Interest. (i) This Agreement creates a valid Other than for United States federal, state and continuing security interest local income tax purposes (as defined more fully described in Article 22), Purchaser and ▇▇▇▇▇▇ intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’s rights under the Transaction Documents, in the applicable UCC) in event that a court or other forum re-characterizes the Collateral in favor of the Administrative AgentTransactions hereunder as other than sales (other than for United States federal, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liensstate and local income tax purposes), and as security for the performance by Seller of all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is enforceable as otherwise ineffective to effect an outright transfer of such against creditors of Purchased Asset to Purchaser, Seller hereby assigns, pledges and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of grants a security interest in all of its right, title and interest in, to and under the Loans hereunder Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the Administrative Agentterms and conditions of this Agreement, on behalf to Purchaser to secure the payment of the Secured Parties;
Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 26, and under the other Transaction Documents (v) collectively, the Seller has caused “Repurchase Obligations”). ▇▇▇▇▇▇ agrees to mark its books and records to evidence the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral interests granted to Purchaser hereunder. Without limiting the Administrative Agent, on behalf generality of the Secured Partiesforegoing and for the avoidance of doubt, under this Agreement;
(vi) other than the security interest granted if any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller to the Administrative Agent, on behalf of the Secured Parties, Purchaser pursuant to this Agreement, or that mezzanine loans do not qualify for the safe harbor treatment provided by the Bankruptcy Code, then Seller has not pledgedhereby pledges, assignedassigns and grants to Purchaser as further security for Seller’s obligations to Purchaser hereunder, sold, granted a continuing first priority security interest in or otherwise conveyed any and Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the rights and remedies of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller “secured party” under the applicable Sale Uniform Commercial Code with respect thereto (such pledge, the “Related Credit Enhancement”). For purposes of this Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.“Collateral” shall mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Principal Credit Real Estate Income Trust)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentTrust Depositor in all right, on behalf title and interest of the Secured PartiesSeller in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the LoanLoan Assets, along with the related Loan Files, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has has, and upon the sale and transfer thereof by the Seller to the Trust Depositor, the Trust Depositor will have good and marketable title to the Collateral Loan Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesTrust Depositor;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Trust Depositor pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralLoan Assets. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under the applicable Sale this Agreement, or (B) that has been terminatedterminated or for which a release or partial release has been filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note (if any) that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianTrustee (or to the Custodian on its behalf);
(viii) the Seller has received a written acknowledgment from the Collateral Trustee (or the Custodian on its behalf) that the Collateral Trustee or the Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers any Underlying Notes that constitute or evidence the Loans any Loan Assets solely on behalf of and for the benefit of the Secured PartiesSecurityholders; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesTrust Depositor.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Horizon Technology Finance Corp)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens (except for other than Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;Borrower.
(ii) This Agreement constitutes a security agreement within the Loan, along with meaning of Section 9-102(a)(73) of the related Loan Files, constitute a UCC as in effect from time to time in the State of New York.
(iii) The Collateral is comprised of “instruments,” “general intangibleintangibles,” an “instrumentcertificated securities,” an “accountsecurity entitlements,” or “chattel paperuncertificated securities,” “deposit accounts,” “securities accounts,” “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i).
(iv) With respect to Collateral that constitutes Deposit Accounts:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable UCCUCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) With respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(iii2) the Seller Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) All Accounts constitute either “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York or “securities accounts” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York.
(vii) The Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens), claim or encumbrance of any Person;.
(ivviii) the Seller The Borrower has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;.
(vix) The Borrower has taken all necessary steps to authorize the Seller has caused the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization.
(x) Upon the delivery to the Administrative AgentCollateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), on behalf the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the Secured Partiesfinancing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under this Agreement;Article 9 of the UCC as in effect from time to time in the State of New York.
(vixi) other Other than Liens described in clause (e) and (f) of “Permitted Liens” and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of any collateral covering included in the Collateral other than any financing statement (A) relating to the security interest granted to the Seller Borrower under the applicable any Sale Agreement, (B) relating to the security interest, if any, granted to the Borrower under any Closing Date Participation Agreement or (BC) that has been terminatedterminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment There are no judgments or tax lien filings against the Seller;Borrower.
(viixii) all All original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has beenhave been or, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;.
(viiixiii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none None of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, Agent on behalf of the Secured Parties.
(xiv) With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
(xv) With respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (First Eagle Credit Opportunities Fund)
Security Interest. The Security Agreement to which such Borrower is a party is effective to create in favor of the Secured Party a legal, valid and continuing Lien in the Collateral described therein, enforceable against such Borrower and third parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (i) This Agreement creates a valid UCC 1 financing statement has been filed with the appropriate registry under the UCC, (ii) all applicable Instruments and continuing Documents (each as described in such Borrower’s Security Agreement) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent or a Securities Intermediary (as defined in the applicable UCC) in the Collateral in favor (or their respective agents appointed for purposes of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), perfection) and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) all Securities Accounts (as defined in the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(ivSecurity Agreement) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in which is required by the Loans hereunder Security Documents to be perfected by “control” (as described in the Administrative Uniform Commercial Code as in effect in each applicable jurisdiction from time to time) are under the “control” of the Collateral Agent, such Lien will constitute a fully perfected first priority Lien on behalf the Collateral, securing the payment of the Secured Parties;
(v) the Seller has caused the filing Obligations, subject only to Permitted Liens. Other than in respect of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted ▇▇▇▇▇ created pursuant to the Administrative AgentSecurity Agreement, on behalf such Borrower does not have any registrations, filings, recordations, or agreements granting “control” (as provided in Section 9-106 of the Secured PartiesUCC), under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized , including, without limitation, the filing filings of and is not aware of any UCC 1 financing statements against the Seller that include a description of collateral covering the Collateral or any other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreementregistrations, filings or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesrecordations.
Appears in 1 contract
Security Interest. (i) This As described in Section 2.01(j) hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Obligations, which security interest is shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerSeller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
(ii) the LoanCollateral Obligations, along with the related Loan FilesUnderlying Instruments, constitute a “general intangibleintangibles,” an “instrumentinstruments,” an “accountaccounts,” “investment property” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable title to the such Collateral Obligations free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan the Collateral Obligations to the sale and granting of a security interest in the Loans Collateral Obligations hereunder to the Administrative Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured PartiesUCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Obligations to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral Obligations granted to the Administrative Agent, on behalf of the Secured Parties, Buyer under this AgreementAgreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the CollateralCollateral Obligations, except in connection with its Warehouse Facilities, if any, which security interests, if any, with respect to such Collateral Obligations will be released on or prior to the applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements against naming the Seller as debtor that include a description of collateral covering the Collateral Obligations other than any financing statement (A) relating to the security interest granted to the Seller Buyer under the applicable Sale Agreement, this Agreement or (B) that has been terminatedterminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax lien Lien filings against the Seller;
(vii) except with respect to any Collateral Obligation for which there is no promissory note, all original executed copies of each underlying promissory note that constitutes or copies evidences the Collateral Obligations sold by the Seller hereunder have been delivered by the Seller at the direction of each Loan Registerthe Buyer as required under the Credit Agreement; and
(viii) none of the promissory notes, as applicableif any, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the any Collateral Custodian;
(viii) Obligations sold by the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans hereunder has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesBuyer.
Appears in 1 contract
Sources: Master Loan Sale and Contribution Agreement (AB Private Credit Investors Corp)
Security Interest. (ia) This Agreement creates a valid and continuing security interest (For value received the Debtor hereby grants to BNY Trust Company of Canada in its capacity as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and agent for the benefit of the Secured PartiesTrustee and the Holders under the Trust Indenture together with its successors in such capacity (hereinafter referred to as the "Collateral Agent"), by way of mortgage, charge, assignment and transfer, a security interest (the "Security Interest") in
(i) all Inventory of the Debtor whether now owned o i hereafter acquired and all insurance policies in respect therebf and all proceeds in respect of such policies; and
(ixii) none all Receivables of the underlying promissory notes Debtor whether now owned or Loan Registershereafter acquired All of the foregoing being hereinafter collectively called the "Collateral". Notwithstanding the foregoing, the Collateral shall not include any Excluded Assets and the Security lnterest shall not extend, by operation of law or otherwise, to any Proceeds of Collateral (other than, for certainty, proceeds from the insurance policies referred to in Section 2(a)(i) above) that are not Collateral.
(b) Unless otherwise limited herein, the terms, "Chattel Paper", "Documents of Title", "Instruments", "Proceeds" whenever used herein shall be interpreted pursuant to their respective meanings when used in The Personal Property Security Act (Manitoba), as applicableamended from time to time, that constitute which Act, including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "PPSA". Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a reference to "Collateral or evidence any part thereof".
(c) Capitalized terms used but not otherwise defined herein shall have the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed meanings given to any Person other than them under the Administrative Agent, on behalf of the Secured PartiesTrust Indenture.
Appears in 1 contract
Sources: Security Agreement (Hudson Bay Exploration & Development CO LTD)
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral Loan Assets in favor of the Administrative Agent, on behalf of the Secured PartiesIssuer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerTrust Depositor;
(ii) the Loansuch Loans, along with the related Loan Files, constitute either a “"general intangible,” " an “"instrument,” " an “"account,” " "investment property," or “"chattel paper” ," within the meaning of the applicable UCC;
(iii) the Seller Issuer owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Trust Depositor has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesIssuer;
(v) the Seller Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralsuch Loan Assets. The Seller Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Seller Trust Depositor that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under the applicable Loan Sale Agreement, or (B) that has been terminated. The Seller Trust Depositor is not aware of the filing of any judgment or tax lien filings against the SellerTrust Depositor;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee;
(viii) the Seller Trust Depositor has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Loans Loan Assets solely on behalf of and for the benefit of the Secured PartiesSecurityholders and the Hedge Counterparties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesIssuer.
Appears in 1 contract
Security Interest. As security for the Secured Obligations (ias hereinafter defined) This Agreement creates described in Section 4 hereof, the Debtor hereby grants to the Secured Party a valid and continuing security interest in and lien on the Debtor’s property, specifically described below, as such terms may be defined pursuant to Revised Article 9 of the Uniform Commercial Code (“UCC”), as revised pursuant to the 2000 Official Text of the UCC, as enacted in the State of New Hampshire (hereinafter referred to as the “Collateral”):
(a) All inventory and supplies wherever located (including in transit), including, but not limited to, goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service or materials used or consumed in the Debtor’s business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located;
(b) All accounts, accounts receivable, demand deposits, deposit accounts, “cash collateral” (as defined in 11 U.S.C. Section 363(a)), letter-of-credit rights (whether or not the applicable UCC) letter of credit is evidenced by a writing), securities and all other investment property and supporting obligations, contracts, contract rights, notes, bills, drafts, chattel paper (whether tangible or electronic), acceptances, choses in action, instruments, tax refunds, insurance claims and proceeds, health-care-insurance receivables and all other debts, obligations, and liabilities in whatever form, owing to the Debtor from any person or entity, rights of the Debtor, earned or to be earned, under contracts to sell goods or render services, all of which now belong, have belonged, or will belong to the Debtor for goods or services sold by it or for services rendered by it, together with all guaranties and securities therefor, all right, title and interest of the Debtor in the Collateral merchandise giving rise thereto, including the right of stoppage in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens)transit, and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required goods subsequently acquired by the terms Debtor by way of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agentsubstitution, on behalf of the Secured Partiesreplacement, return, repossession or otherwise;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
Appears in 1 contract
Sources: Inventory Financing and Security Agreement (Enviromart Companies, Inc.)
Security Interest. (i) This Agreement creates a valid and continuing security interest in favor of the Issuer (as defined in the applicable UCC) in all right, title and interest of Trust Depositor in the Collateral in favor of the Administrative Agent, on behalf of the Secured PartiesLoan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerTrust Depositor;
(ii) the LoanLoans, along with the related Loan Files, constitute either a “general intangible,” ”, an “instrument,” ”, an “account,” ”, “investment property”, or “chattel paper” ”, within the meaning of the applicable UCC;
(iii) the Seller Trust Depositor owns and has has, and upon the sale and transfer thereof by the Trust Depositor to the Issuer, the Issuer will have, good and marketable title to the Collateral Loan Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Trust Depositor has received all consents and approvals required by the terms of any the Loan Assets to the sale and granting of a security interest in the Loans Loan Assets hereunder to the Administrative Agent, on behalf of the Secured PartiesIssuer;
(v) the Seller Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral such Loan Assets granted to the Administrative Agent, on behalf of the Secured Parties, Issuer under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, Issuer pursuant to this Agreement, the Seller Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateralsuch Loan Assets. The Seller Trust Depositor has not authorized the filing of and is not aware of any financing statements against naming the Seller Trust Depositor as debtor that include a description of collateral covering the Collateral such Loan Assets other than any financing statement (A) relating to the security interest granted to the Seller Trust Depositor under the applicable Loan Sale Agreement, or (B) that has been terminated. The Seller Trust Depositor is not aware of the filing of any judgment or tax lien Lien filings against the SellerTrust Depositor;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Note (if any) that constitute or evidence each the Loan has been, or subject to the delivery requirements contained herein, will be Assets have been delivered to the Collateral CustodianIndenture Trustee, and in the case of Noteless Loans, the documents required pursuant to clause (b)(i)(y)(A) of the definition of Required Loan Documents have been delivered to the Indenture Trustee;
(viii) except with respect to Noteless Loans, the Seller Trust Depositor has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers any Underlying Notes that constitute or evidence the Loans any Loan Assets solely on behalf of and for the benefit of the Secured PartiesSecurityholders; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, Underlying Notes that constitute or evidence the Loans any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of Issuer and the Secured PartiesIndenture Trustee.
Appears in 1 contract
Sources: Sale and Servicing Agreement (NewStar Financial, Inc.)
Security Interest. (i) This Agreement creates a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Deal Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerBorrower;
(ii) the LoanTransferred Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns Borrower is the lawful owner of and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller Borrower has received all consents and approvals required by the terms of any Loan the Collateral to the sale and granting grant of a security interest in the Loans Collateral hereunder to the Administrative Deal Agent, on behalf of the Secured Parties;
(v) the Seller Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the such Collateral granted to the Administrative Deal Agent, on behalf of the Secured Parties, Parties under this Agreement;
(vi) other than the security interest granted to the Administrative Deal Agent, on behalf of the Secured Parties, Parties pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral;
(vii) the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the such Collateral other than any financing statement (A) relating to the security interest granted to the Seller Deal Agent, on behalf of the Secured Parties under the applicable Sale this Agreement, or (B) that has been terminated. The Seller ;
(viii) the Borrower is not aware of the filing of any judgment or tax lien Lien filings against the SellerBorrower;
(viiix) other than in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, Underlying Notes that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be any Transferred Loans have been delivered to the Collateral Custodian;
(viiix) the Seller Borrower has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of provided, however, that, notwithstanding the underlying promissory notes or Loan Registersforegoing, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed with respect to any Person other than Pre-Positioned Loan to be funded with the Administrative Agent, on behalf proceeds of the Secured Parties.an Advance or Swingline
Appears in 1 contract
Sources: Loan Funding and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (i) This Notwithstanding the intent of the parties set forth in Section 2.2 of the Sale and Servicing Agreement, the Sale and Servicing Agreement creates is effective to create a valid and continuing security interest (as defined in enforceable Lien on the applicable UCC) in Receivables and the Collateral Other Conveyed Property in favor of the Administrative Agent, on behalf Borrower. The Lien created pursuant to the Sale and Servicing Agreement (a) constitutes a perfected security interest in the Receivables and the Other Conveyed Property in favor of the Secured PartiesBorrower, which security interest (b) is prior to all other Liens (except for Permitted Liensother than the Lien granted to the Collateral Agent under the Security Agreement), if any, on the Receivables and the Other Conveyed Property, and (c) is enforceable as such as against creditors of all Persons. The Security Agreement is effective to create a valid and purchasers from enforceable Lien on the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning Collateral in favor of the applicable UCC;
(iii) Collateral Agent. The Pledge Agreement is effective to create a valid and enforceable Lien on the Seller owns and has good and marketable title Pledged LLC Interests in favor of the Collateral Agent. The Lien created pursuant to the Collateral free Security Agreement and clear of any Lien the Pledge Agreement, as applicable, (other than Permitted Liens), claim or encumbrance of any Person;
(iva) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of constitutes a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the perfected security interest in the Collateral granted to and the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan RegisterPledged LLC Interests, as applicable, that constitute or evidence each Loan has beenin favor of the Lenders, or subject (b) is prior to the delivery requirements contained hereinall other Liens, will be delivered to if any, on the Collateral Custodian;
(viii) or the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan RegistersPledged LLC Interests, as applicable, that constitute or evidence and (c) is enforceable as such as against all Persons. As of the Loans has any marks or notations indicating that they Restatement Closing Date and as of each Settlement Date, all financing statements and continuation statements and amendments thereto have been pledged, assigned or otherwise conveyed executed and filed that are necessary to any Person other than continue and maintain the Administrative Agent, on behalf perfection of the Secured Partiesfirst priority security interest (i) of the Borrower against the Seller in the Receivables and Other Conveyed Property and (ii) of the Collateral Agent against the Borrower in the Collateral and the Pledged LLC Interests.
Appears in 1 contract
Security Interest. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;Borrower.
(ii) the LoanThe Collateral Portfolio is comprised of “instruments”, along with the related Loan Files“financial assets”, constitute a “security entitlements”, “general intangible,” an intangibles”, “instrument,” an chattel paper”, “account,accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “chattel paperinsurance” within the meaning of (each as defined in the applicable UCC;), and the proceeds of the foregoing, or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(aa).
(iii) The Collection Account is not in the Seller owns and has good and marketable title name of any Person other than the Borrower, subject to the Collateral free and clear security interest of any Lien (other than Permitted Liens)the Administrative Agent, claim or encumbrance for the benefit of any Person;the Secured Parties.
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of The Collection Account constitutes either a security interest “deposit account” or a “securities account” (each as defined in the Loans hereunder to applicable UCC) as specified in the Administrative Agent, on behalf of the Secured Parties;Account Control Agreement.
(v) the Seller [Reserved].
(vi) The Borrower has caused authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;Agreement may be perfected by filing; provided that filings in respect of real property shall not be required.
(vivii) other Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller Borrower has not authorized the filing of and is not aware of any financing statements against the Seller Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating that has been terminated or fully and validly assigned to the security interest granted to the Seller under the applicable Sale Agreement, Administrative Agent or (B) that has been terminated. The Seller is not aware reflecting the transfer of NAI-1528532842v5 assets on a Release Date pursuant to (and simultaneously with or subsequent to) the filing consummation of any judgment or tax lien filings against transaction contemplated under (and in compliance with the Seller;
(viiconditions set forth in) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;Section 2.10.
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none None of the underlying promissory notes or Loan Registersrelated loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Loans Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties.
(ix) With respect to any Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security.
(x) With respect to any Collateral that constitutes an “uncertificated security”, the Borrower has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.
(xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower.
(xii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings.
(xiii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity.
(xiv) Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens.
(xv) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. NAI-1528532842v5
(xvi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (xvii) below.
(xvii) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(xviii) If any portion of the Pledged Equity constitutes an “uncertificated security”, Holdings has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such uncertificated security.
Appears in 1 contract
Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Indenture Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the SellerCopyrights;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCCall Patents;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Personall Trademarks;
(iv) all Licenses;
(v) all other Intellectual Property; and
(vi) to the Seller has received extent not otherwise included, all consents proceeds and approvals required by the terms products of any Loan and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the sale foregoing. provided that notwithstanding any of the other provisions herein (and granting notwithstanding any recording of the Collateral Agent’s Lien made in the U.S. Patent and Trademark Office, U.S. Copyright Office or other registry office in any other jurisdiction), this Agreement shall not constitute a grant of a security interest in (a) any lease, license or other agreement or any property subject to a similar arrangement which is permitted under the Loans hereunder Indenture Documents to the Administrative Agentextent that a grant of a security interest therein would violate or invalidate such lease, on behalf license, agreement or arrangement or create a right of termination in favor of any party thereto (other than a Grantor) after giving effect to the applicable anti-assignment provisions of the Secured Parties;applicable Law (including the Uniform Commercial Code) or (b) any property to the extent that such grant of a security interest is prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable Law (including the Uniform Commercial Code) or would result in the forfeiture of the Grantor’s rights in any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application; provided, further, that to the extent that any Grantor grants a Lien on any asset or right described in clause (a) or (b) to secure any Obligations under the Credit Agreement or any other First Priority Obligations (as it or any similarly defined term is defined in the Intercreditor Agreement), such Lien shall be granted on such asset or right to the Collateral Agent. Notwithstanding anything to the contrary herein, immediately upon the ineffectiveness, lapse or termination of any restriction or condition set forth in this paragraph, the Collateral shall include, and the Company shall be deemed to have granted a security in, all relevant previously restricted or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in effect.
(vb) Each Grantor hereby irrevocably authorizes the Seller has caused Collateral Agent for the filing benefit of all appropriate the Notes Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the proper filing office in Collateral Agent reasonably determines is necessary or advisable to ensure the appropriate jurisdictions under Applicable Law in order to perfect perfection of the security interest in the Collateral granted under this Agreement and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Administrative Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent), on behalf and naming any Grantor or the Grantors as debtors and the Collateral Agent as Notes Secured Party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Notes Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Secured Parties, under this Agreement;Collateral.
(vid) other than the security interest granted to the Administrative Agent, on behalf The grant of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in the Collateral by each Grantor under this Agreement secures the payment of all Indenture Obligations of such Grantor now or otherwise conveyed any hereafter existing under, or in respect of, the Indenture Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the Collateral. The Seller has foregoing, this Agreement secures the payment of all amounts that constitute part of the Indenture Obligations and that would be owed by such Grantor to any Notes Secured Party under the Indenture Documents but for the fact that such Indenture Obligations are unenforceable or not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating allowable due to the security interest granted to the Seller under the applicable Sale Agreementexistence of a bankruptcy, reorganization or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received similar proceeding involving a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesGrantor.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Lmi Aerospace Inc)
Security Interest. (ia) This Agreement creates To secure the prompt and complete payment and performance to the Investors of the Obligations, the Company hereby pledges and grants to the Investors a valid continuing first priority security interest in and continuing to the Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located, whether or not the same is subject to Article 9 of the UCC (the “Security Interest”). All of the Company’s ledger sheets, files, records, books of account, business papers and documents relating to the Collateral shall, until delivered to or removed by the Investors, be kept by the Company in trust for the Investors until all Obligations have been paid in full in cash. For the avoidance of doubt, the Collateral does not include the Excluded Assets and no Security Interest is being granted to the Investors in the Excluded Assets.
(b) The Company hereby authorizes each of the Investors to file one or more financing statements (including fixture filings), amendments, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by the Company, without the Company’s signature appearing thereon. The Company agrees to furnish to each of the Investors promptly upon request any information necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by the Company. The Company also ratifies its authorization for each of the Investors to file any initial financing statements or amendments thereto filed prior to the date hereof. If any Receivable becomes evidenced by a promissory note or any other instrument for the payment of money, the Company will immediately deliver such instrument to the Investors appropriately endorsed.
(c) The Company agrees that promptly after execution of this Agreement, it shall take at its sole cost and expense all steps necessary to perfect each of the Investor’s security interest (as defined in the applicable UCCsubject only to Permitted Liens) in the Collateral held for sale or transshipment in favor any jurisdiction outside of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties; and
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured PartiesUnited States.
Appears in 1 contract
Sources: Security Agreement (Genaissance Pharmaceuticals Inc)
Security Interest. (i) This To secure each Merchant’s performance obligations to SA2 under this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agentany future agreement with SA2, on behalf of the Secured Parties, which security interest is prior each Merchant hereby grants to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of SA2 a security interest in collateral (the Loans hereunder to the Administrative Agent“Collateral”), on behalf that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts‐receivable, and other receivables, chattel paper, documents, and instruments, as those terms are defined by Article 9 of the Secured Parties;
Uniform Commercial Code (vthe “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the Seller has caused UCC. The parties acknowledge and agree that any security interest granted to SA2 under any other agreement between any Merchant or Guarantor and SA2 (the filing “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, Name: Y▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Date: 06/14/2023 Date: 06/14/2023 any lien on or with respect to any of all appropriate financing statements the Collateral or the Cross‐Collateral, as applicable. Each Merchant agrees to execute any documents or take any action in the proper filing office in the appropriate jurisdictions under Applicable Law in order connection with this Agreement as SA2 deems necessary to perfect the or maintain SA2’s first priority security interest in the Collateral granted and the Cross ‐Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes SA2 to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of file any financing statements against the Seller deemed necessary by SA2 to perfect or maintain SA2’s security interest, which financing statements may contain notification that include each Merchant has granted a description of collateral covering the Collateral other than any financing statement (A) relating negative pledge to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered SA2 with respect to the Collateral Custodian;
(viii) and the Seller has received a written acknowledgment from the Collateral Custodian Cross ‐ Collateral, and that the Collateral Custodian any subsequent lienor may be tortiously interfering with SA2’s rights. Each Merchant shall be liable for and SA2 may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by SA2 in protecting, preserving, and enforcing SA2’s security interest and rights. Each Merchant further acknowledges that SA2 may use another legal name and/or D/B/A or its bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of an agent when designating the Secured Parties; and
(ix) none of Party when SA2 files the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Partiesabove‐referenced financing statement(s).
Appears in 1 contract
Sources: Merchant Cash Advance Agreement (Emmaus Life Sciences, Inc.)