Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”): (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto; (b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”); (c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and (d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and (f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 4 contracts
Samples: u.s. Receivables Loan Agreement (Huntsman International LLC), u.s. Receivables Loan Agreement, u.s. Servicing Agreement, u.s. Receivables Purchase Agreement (Huntsman International LLC), u.s. Receivables Loan Agreement, u.s. Servicing Agreement, u.s. Receivables Purchase Agreement (Huntsman International LLC)
Security Interest. As security for The Assignment constitutes either (x) a valid transfer and assignment to the performance by the Company Trustee of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest of the Transferor in and to the following (collectivelyReceivables created in the Additional Accounts, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and or to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreementReceivables (including all Finance Charge Receivables), (C) claims of the Company for damages arising out of or for breach of or default under such agreementall amounts received with respect thereto, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant Insurance Proceeds relating to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Receivables and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all proceeds of any of the foregoing set forth and all of such property will be held by the Trust free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in this clause (A) through (E), inclusiverespect of, the “Transferred Agreements”);
(c) Finance Charge Account, the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts Principal Account or any funds and other evidences of payment held thereinSeries Account, (B) all investments of such funds held as provided in the Collection Accounts Pooling and all certificates Servicing Agreement and instruments from time to time representing any related Supplement or evidencing such investments, (Cy) all notes, certificates a grant of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles a security interest (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) applicable jurisdiction), in which the Company has any interest; and
(f) such property to the extent not included Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the foregoing, all proceeds UCC as in effect in the applicable jurisdiction) of any and all of the foregoing. In addition foregoing upon the conveyance of such Receivables to the rights Trustee, and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies which will be enforceable with respect to the Collateral available Receivables thereafter created in respect of Additional Accounts designated pursuant to the Assignment, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a secured party at law security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in equitythe UCC as in effect in the applicable jurisdiction) of any of the foregoing, including, without limitationupon such creation, the rights of Trust shall have a secured party under the UCC, as if first priority perfected security interest in such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and other applicable lawServicing Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)
Security Interest. (a) As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Facility Document, including the punctual payment when due of all Secured Borrower Obligations, the Company Borrower hereby grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in, in all of the CompanyBorrower’s right, title and interest in in, to and to under the following following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”):
(ai) all Receivables, whether now owned and existing or hereafter acquired or arisingthe Pledged Timeshare Loans, together with all Receivable Assets Collections and Collections all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;
(bii) each of the Origination Agreements, Related Security with respect to the Collection Pledged Timeshare Loans;
(iii) the Account AgreementsCollateral;
(iv) all Hedge Collateral;
(v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due Borrower is a party and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) the assignment to the Administrative Agent of all other rights, remedies, powers, privileges and claims of UCC financing statements filed by the Company Borrower against Seller under or in connection with such agreement the Sale and Contribution Agreement;
(whether arising pursuant to such agreement vi) all present and future claims, demands, causes of action and choses in action in respect of any or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth and all payments on or under of every kind and nature whatsoever in this clause (A) through (E), inclusive, respect of any or all of the “Transferred Agreements”);
(c) the Collection Accountsforegoing, including (A) all funds proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other evidences forms of payment held therein obligations and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cashreceivables, instruments and other property from which at any time to time received, receivable constitute all or otherwise distributed in respect part of or are included in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf proceeds of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountsforegoing;
(evii) all other assets of the Companyaccounts, whether now owned and existing or hereafter acquired or arisinggeneral intangibles, includingpayment intangibles, without limitationinstruments, all accountsinvestment property, documents, chattel paper, goods, equipmentmoneys, inventoryletters of credit, instrumentsletter of credit rights, investment propertycertificates of deposit, deposit accounts and general intangibles (as those terms are defined all other property and interests in property of the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestBorrower, whether tangible or intangible; and
(fviii) to the extent not included in the foregoing, all income and proceeds of any and all of the foregoing. In addition to
(b) The Borrower hereby authorizes the rights filing of financing statements, and remedies herein set forthcontinuation statements and amendments thereto and assignments thereof, describing the Collateral Agent shall have collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the rights and remedies with respect to the Collateral available to a secured party at law or collateral described in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawthis Section 2.
Appears in 4 contracts
Samples: Receivables Loan Agreement and Sale and Contribution Agreement (Hilton Grand Vacations Inc.), Receivables Loan Agreement and Sale and Contribution Agreement (Hilton Grand Vacations Inc.), Receivables Loan Agreement and Sale and Contribution Agreement (Hilton Grand Vacations Inc.)
Security Interest. As security for This Assignment constitutes either (x) a valid transfer and assignment to the performance by the Company Trustee of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest of the Transferor in and to the following (collectivelyReceivables created in the Additional Accounts, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and or to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreementReceivables (including all Finance Charge Receivables), (C) claims of the Company for damages arising out of or for breach of or default under such agreementall amounts received with respect thereto, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant Insurance Proceeds relating to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Receivables and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles proceeds (as those terms are defined in the UCC as in effect on the date hereof in the State applicable jurisdiction) of New Yorkany of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in which respect of, the Company has Finance Charge Account, the Principal Account or any interest; and
Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (fy) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the extent not included in Trustee, which is enforceable with respect to then existing Receivables of the foregoingAdditional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any and all of the foregoing. In addition foregoing upon the conveyance of such Receivables to the rights Trust, and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies which will be enforceable with respect to the Collateral available Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a secured party at law security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or in equityto become due with respect to such Receivables (including all Finance Charge Receivables), includingall amounts received with respect thereto, without limitationall Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the rights of Trust shall have a secured party under the UCC, as if first priority perfected security interest in such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and other applicable lawServicing Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to Lender, subject to Bank of America’s priority lien, the Collateral Agent, for the benefit of the Secured Partiessecured party hereunder, a continuing security interest in, all of the Company’s right, title and interest in and to the following (collectively, the any and all “Collateral”):
(a) ” as described below to secure payment and performance of all Receivablesdebts, whether liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the Origination Agreementsgranting of this security interest, the Collection Account Agreementsregardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, includes obligations to perform thereunder acts and refrain from taking action as well as obligations to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, goodsincluding tangible chattel paper and electronic chattel paper, equipmentdocuments, inventory(h) letter of credit rights, instruments(i) accounts, investment propertyincluding health-care insurance receivables, (j) deposit accounts accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and general intangibles software and (m) as-extracted collateral as those such terms are may from time to time be defined in the UCC as Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in effect on the date hereof in the State of New York) household goods in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at Lxxxxx is forbidden by law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute from taking a security agreement for purposes of the UCC and other applicable lawinterest.
Appears in 4 contracts
Samples: Business Loan and Security Agreement (American Rebel Holdings Inc), Business Loan and Security Agreement (American Rebel Holdings Inc), Business Loan and Security Agreement (American Rebel Holdings Inc)
Security Interest. As security for the performance by the Company of On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and the Purchased Mortgage Loans listed on the related Asset Schedule to the following extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in:
(i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Operating Account and all amounts deposited therein, the Collection Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “CollateralRepurchase Assets”):).
(aii) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
The foregoing paragraph (bi) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company is intended to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 4 contracts
Samples: Master Repurchase Agreement and Securities Contract (Radian Group Inc), Master Repurchase Agreement and Securities Contract (Radian Group Inc), Master Repurchase Agreement and Securities Contract (Radian Group Inc)
Security Interest. (a) As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Secured Interest in respect of the Loans and all other Borrower Obligations, the Company Borrower hereby grants to the Collateral Agent, Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the CompanyBorrower’s right, title and interest in in, to and to under all of the following following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”):
): (ai) all Pool Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (Aii) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Related Security with respect to such agreementPool Receivables, (Ciii) claims of the Company for damages arising out of or for breach of or default under all Collections with respect to such agreementPool Receivables, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder Lock-Boxes and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Lock-Box Accounts and all consentsamounts on deposit therein, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection such Lock-Boxes and Lock-Box Accounts or any funds and other evidences of payment held amounts on deposit therein, (Bv) all investments rights (but none of such funds held in the Collection Accounts obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of, and all certificates and instruments from time to time representing amounts received or evidencing such investmentsreceivable under any or all of, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under any applicable UCC. The Borrower hereby authorizes the UCC, Administrative Agent to file financing statements describing as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes the collateral covered thereby as “all of the UCC debtor’s personal property or assets” 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 applicable lawthan those expressly stated to survive such termination) of the Administrative Agent, 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 Borrower, the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.
Appears in 3 contracts
Samples: Receivables Financing Agreement (NuStar Energy L.P.), Receivables Financing Agreement (NuStar Energy L.P.), Receivables Financing Agreement (Foresight Energy LP)
Security Interest. As security for (a) To secure the payment, observance and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company each Obligor hereby grants to the Collateral Agentmortgages, for the benefit of the Secured Parties, a security interest in, pledges and assigns all of the Company’s its right, title and interest in and to the following (collectivelyCollateral to the Agent, for the “benefit of the Secured Creditors, and grants to the Agent, for the benefit of the Secured Creditors, a continuing security interest in, and a continuing Lien upon, all of its right, title and interest in and to the Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;.
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company As additional security for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E)Secured Obligations, inclusiveeach Obligor grants to the Agent, the “Transferred Agreements”);
(c) Lenders and the Collection AccountsAffiliates of the Lenders, including (A) for the benefit of the Secured Creditors, a security interest in, and assigns to the Agent, the Lenders and the Affiliates of the Lenders, for the benefit of the Secured Creditors, all funds of such Obligor's right, title and interest in and to, any deposits or other evidences sums at any time credited by or due from the Agent, each Lender and each Affiliate of payment held a Lender to such Obligor, or credited by or due from any participant of any Lender to such Obligor, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Obligor hereby authorizes the Agent, each Lender and all certificates each Affiliate of such Lender and instrumentseach participant to pay or deliver to the Agent, if anyfor the account of the Secured Creditors, from time to time representing or evidencing without any necessity on the Collection Accounts Agent's or any funds and Lender's part to resort to other evidences security or sources of payment held thereinreimbursement for the Secured Obligations, (B) all investments at any time during the continuation of such funds held any Event of Default or in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investmentsevent that the Agent, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company Secured Creditors, should make demand for payment hereunder and without further notice to any Obligor (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of setoff. The Agent will promptly notify the Borrowers' Agent of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the above grant of a security interest in substitution for and assignment of the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments aforesaid deposits and other property from time sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and each Obligor hereby irrevocably appoints the Agent as its attorney to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein collect any and all certificates and instruments, if any, from time to time representing such deposits or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) sums to the extent any such payment is not included in the foregoing, all proceeds of any and all of the foregoing. In addition made to the rights and remedies herein set forthAgent or any Lender by such Lender, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law Affiliate or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawparticipant.
Appears in 3 contracts
Samples: Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp)
Security Interest. As security for (a) To secure the prompt payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Guaranteed Obligations, the Company Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Collateral Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in, all of the Company’s right, title and interest in and to lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”):
): (ai) all Unsold Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (Aii) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Related Security with respect to such agreementUnsold Receivables, (Ciii) claims of the Company for damages arising out of or for breach of or default under all Collections with respect to such agreementUnsold Receivables, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder Lock-Boxes and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Collection Accounts and all consentsamounts on deposit therein, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the such Lock-Boxes and Collection Accounts or any funds and other evidences of payment held amounts on deposit therein, (Bv) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, rights (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf but none of the Company in substitution for the then-existing Collection Accounts and (Dobligations) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and Seller under the Sale Agreement; (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(evi) all other personal and fixture property or assets of the Company, whether now owned Seller of every kind and existing or hereafter acquired or arising, nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paperpaper (whether tangible or electronic), goodsdeposit accounts, equipmentsecurities accounts, inventorysecurities entitlements, instrumentsletter-of-credit rights, commercial tort claims, securities and all other investment property, deposit accounts supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC as in effect on the date hereof in the State of New YorkUCC) in which the Company has any interest; and
and (fvii) to the extent not included in the foregoing, all proceeds of any of, and all of amounts received or receivable under any or all of, the foregoing. In The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under any applicable UCC. The Seller hereby authorizes the UCC, Administrative Agent to file financing statements describing the collateral covered thereby as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes “all of the UCC debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other applicable lawthan those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.
(c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Gray Television Inc), Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured ObligationsPurchased Mortgage Loans, the Company hereby grants Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), for the benefit of the Secured Partiesany related Take-out Commitments, a security interest inProperty, all of insurance policies and insurance proceeds relating to any Mortgage Loan or the Company’s rightrelated Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and interest in FHA Mortgage Insurance Contracts and to the following VA Loan Guarantee Agreements (collectivelyif any), the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination AgreementsIncome, the Collection Account Account, Interest Rate Protection Agreements, the Servicing Agreement accounts (including any interest of Seller in escrow accounts) and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remediesaccounts, powerspayments, privileges rights to payment (including payments of interest or finance charges) general intangibles and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available other assets relating to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith Purchased Mortgage Loans (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on Purchased Mortgage Loans, the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all servicing of the foregoing. In addition to Purchased Mortgage Loans, and any proceeds (including the rights related securitization proceeds) and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies distributions with respect to any of the Collateral available to foregoing and any other property, rights, title or interests as are specified on a secured party at law Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or in equityhereafter acquired, including, without limitationnow existing or hereafter created (collectively, the rights "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of a secured party under the UCCSeller, as if such rights and remedies were fully set forth hereinthe Buyer, at its option, may deem appropriate. This Agreement The Seller shall constitute a security agreement pay the filing costs for purposes of the UCC and other applicable lawany financing statement or statements prepared pursuant to this Section.
Appears in 3 contracts
Samples: Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Staten Island Bancorp Inc), Master Repurchase Agreement (Standard Pacific Corp /De/)
Security Interest. (a) As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Secured Interest in respect of the Loans and all other Borrower Obligations, the Company Borrower hereby grants to the Collateral Agent, Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the CompanyBorrower’s right, title and interest in in, to and to under all of the following following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”):
): (ai) all Pool Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (Aii) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Related Security with respect to such agreementPool Receivables, (Ciii) claims of the Company for damages arising out of or for breach of or default under all Collections with respect to such agreementPool Receivables, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder Lock-Boxes and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Lock-Box Accounts and all consentsamounts on deposit therein, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection such Lock-Boxes and Lock-Box Accounts or any funds and other evidences of payment held amounts on deposit therein, (Bv) all investments rights (but none of such funds held in the Collection Accounts obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all certificates and instruments from time to time representing amounts received or evidencing such investmentsreceivable under any or all of, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under any applicable UCC. The Borrower hereby authorizes the UCC, Administrative Agent to file financing statements describing as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes the collateral covered thereby as “all of the UCC debtor’s personal property or assets” 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 applicable lawthan those expressly stated to survive such termination) of the Administrative Agent, 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 Borrower, 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 3 contracts
Samples: Receivables Financing Agreement (Alliance Resource Partners Lp), Receivables Financing Agreement (Alliance Holdings GP, L.P.), Receivables Financing Agreement (Alliance Holdings GP, L.P.)
Security Interest. As On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by the Company Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction DocumentSeller’s right, including the punctual payment when due of all Secured Obligationstitle, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security and interest in, to, and under the following, in all of the Company’s rightinstances whether now owned or hereafter acquired, title now existing or hereafter created and interest in and to the following wherever located (collectively, the “CollateralRepurchase Assets”):
(ai) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect theretothe Purchased Mortgage Loans;
(bii) each of the Origination Agreements, Mortgage File and Records related to the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, Purchased Mortgage Loans;
(Aiii) all rights of Servicing Rights related to the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, Purchased Mortgage Loans;
(B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and Facility Documents (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including extent such Facility Documents and Seller’s rights thereunder relate to the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”Purchased Mortgage Loans);
(cv) any Property relating to any Purchased Mortgage Loan or the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountsrelated Mortgaged Property;
(evi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets of relating to the Company, whether now owned and existing or hereafter acquired or arising, Purchased Mortgage Loans (including, without limitation, all any other deposit accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; andPurchased Mortgage Loans;
(fxv) to the extent not included in the foregoing, all proceeds of collateral under any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a other secured party at law or in equity, debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other;
(xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and
(xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a secured party under security interest in the UCCServicing Rights and proceeds related thereto and in all instances, as if such rights and remedies were fully set forth hereinwhether now owned or hereafter acquired, now existing or hereafter created. This Agreement shall The foregoing provision is intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the UCC Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and other applicable lawthe Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 3 contracts
Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement, Master Repurchase Agreement (loanDepot, Inc.)
Security Interest. As security for (i) In the performance event that the transfer by the Company Transferor to the Retention Holder of all the termsany Conveyed Collateral is determined not to be an absolute transfer, covenants and agreements on the part this Agreement is effective to create in favor of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Retention Holder a valid and continuing security interest in, (as defined in the UCC) in all of the Company’s right, title and interest in of the Transferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the following (collectively, the “Collateral”):Transferor.
(aii) all ReceivablesEach Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, whether now owned and existing an Instrument, a Certificated Security or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and a general intangibles intangible (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; andUCC).
(fiii) The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, owns or will own such Conveyed Collateral free and clear of any 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 extent not included in Retention Holder of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the foregoing, all proceeds 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).
(iv) The Transferor, at the 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 Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Retention Holder.
(v) The Transferor, at the 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 in order to perfect the security interest in such Conveyed Collateral granted to the Retention Holder under this Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) Other than the conveyance to the Retention Holder and the security interest granted to the Retention Holder pursuant to this Agreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Transferor has not authorized the filing of, and is not aware of, any financing statements against the Transferor that include a description of collateral covering such Conveyed Collateral other than (1) any financing statement relating to the security interest Granted to the Retention Holder under this Agreement, (2) any financing statement that has been, or that at the time of the foregoingconveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (3) any financing statement that has been filed to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. In addition The Transferor is not aware of the filing of any judgment, employee benefit or tax lien filings against it.
(vii) On or prior to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies Closing Date (with respect to the Initial Collateral available Obligations) and within five (5) Business Days after the related Settlement Date (with respect to a secured party at law any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian.
(viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Retention Holder, the Issuer or in equity, including, without limitation, blank or to the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawTrustee.
Appears in 3 contracts
Samples: Master Loan Sale Agreement, Master Loan Sale Agreement (NewStar Financial, Inc.), Master Loan Sale Agreement (NewStar Financial, Inc.)
Security Interest. As On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by the Company Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets;
(ii) the Records related to the Purchased Assets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Assets;
(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset;
(vii) any Servicing Rights relating to any Purchased Asset;
(viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Asset;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements relating to any Purchased Asset;
(xiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset;
(xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; and
(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Company’s rightforegoing, title in all instances, whether now owned or hereafter acquired, now existing or hereafter created and interest in and to the following wherever located (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred AgreementsRepurchase Assets”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (Caliber Home Loans, Inc.)
Security Interest. (a) As security for the payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Pledgor hereby pledges to Secured Party, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Party a security interest in, all of the CompanyPledgor’s right, title and interest in in, to and under (i) the Pledged Shares and the Additional Pledged Collateral and any certificates and instruments now or hereafter representing the Pledged Shares and the Additional Pledged Collateral, (ii) all rights, interests and claims with respect to the following Pledged Shares and the Additional Pledged 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 the Additional Pledged Collateral, in each case whether presently existing or owned or hereafter arising or acquired and wherever located (collectively, the “Pledged Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;).
(b) each Upon the execution of this Agreement, Pledgor agrees to deliver to Secured Party, at the Origination Agreementsaddress designated by Secured Party, the Collection Account Agreementscertificate representing the Pledged Shares as listed on Exhibit 1 attached hereto, and an undated stock power covering such certificate, duly executed in blank by Pledgor, or any other equivalent or necessary instrument of transfer. Each and every stock certificate evidencing the Servicing Agreement and Pledged Shares shall contain the Letter of Credit Request Agreementfollowing restrictive legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR A VALID EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
(c) the Collection AccountsIf Pledgor shall become entitled to receive or shall receive any Additional Pledged Collateral, including (A) Pledgor shall accept any such Additional Pledged 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 funds Additional Pledged Collateral and all certificates, instruments and other evidences writings representing such Additional Pledged Collateral forthwith to or for the account of payment 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 therein by Secured Party subject to the terms of this Agreement, as part of the Pledged Collateral. Upon accepting any such Additional Pledged Collateral hereunder, Secured Party shall promptly send a notification to Pledgor describing the Additional Pledged Collateral accepted and all certificates held as part of the Pledged Collateral hereunder, which notification shall be deemed to be a Schedule to this Agreement and instrumentsmay be attached hereto.
(d) Pledgor shall execute and deliver to Secured Party concurrently with the execution of this Agreement, if anyand Pledgor hereby authorizes Secured Party to file (with or without Pledgor’s signature), at any time and from time to time representing or evidencing the Collection Accounts or any funds thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates documents and instruments, if anyin form reasonably satisfactory to Secured Party, from time and take all other action, as Secured Party may reasonably request, to time representing or evidencing such accounts or any funds effect a transfer of a perfected first priority security interest in and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf pledge of the Company in substitution for any such accountsPledged Collateral to Secured Party pursuant to the UCC and to continue perfected, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect maintain the priority of or provide notice of the security interest of Secured Party in exchange the Pledged Collateral and to accomplish the purposes of this Agreement. Pledgor will cooperate with Secured Party in obtaining control (as defined in the UCC) of Pledged Collateral consisting of investment property. Pledgor will join with Secured Party in notifying any third party who has possession of any Pledged Collateral of Secured Party’s security interest therein and obtaining an acknowledgment from the third party that is holding the Pledged Collateral for the benefit of Secured Party. Pledgor ratifies and authorizes the filing by Secured Party of any such accounts;financing statement filed prior to the date hereof describing the Pledged Collateral.
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined This Agreement shall create a continuing security interest in the UCC as Pledged Collateral which shall remain in effect on the date hereof until terminated in the State accordance with Section 15 of New York) in which the Company has any interest; andthis Agreement.
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to any liability that Pledgor may have or owe to Secured Party under the rights Note, this Agreement, or any other agreement between Secured Party and remedies herein set forthPledgor, the Collateral Agent Pledgor shall have all liability to Secured Party for (i) any damages, costs or other expense suffered by Secured Party as a result of the rights and remedies with respect to the Collateral available to a secured party at law lack of authenticity or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes genuineness of the UCC and Pledged Collateral delivered to Secured Party hereunder or the failure of Pledgor to deliver the items specified in this Agreement as being required to be delivered to Secured Party; (ii) the payment by Secured Party of expenses hereunder or under any other applicable lawDocuments to which it is a party; or (iii) the breach of any representation, warranty or other covenant of Pledgor contained herein or made in connection herewith or failure otherwise to perform its obligations hereunder or under any other Documents to which it is a party (including any indemnity obligations).
Appears in 2 contracts
Samples: Stock Pledge Agreement, Stock Pledge Agreement (Accentia Biopharmaceuticals Inc)
Security Interest. As security for the performance by the Company of all the terms, covenants Borrower grants and agreements on the part assigns to Lender as of the Company to be performed under this Agreement or any other Transaction Document, including ----------------- Effective Date (as defined in the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Loan Agreement) a security interest in, in all of the Company’s right, title and following described personal property in which Borrower now or at any time hereafter has any interest in and to the following (collectively, the “"Collateral”):
"): All goods, building and other materials, supplies, work in progress, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (ai) all Receivables, whether now owned the real property described on Exhibit A to the Deed of Trust or (ii) the improvements described in the Loan Agreement (which real property and existing or hereafter acquired or arising, improvements are collectively referred to herein as the Subject Property); together with all Receivable Assets rents, issues, deposits and Collections with respect thereto;
(b) each profits of the Origination AgreementsSubject Property; all inventory, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and cash receipts, deposit accounts (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsdemand deposit account no. 180206050 in the name of Willows Concord General Checking of the First Interstate Bank, 0000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 000000 established pursuant to the Loan Agreement and demand deposit account no. 9364452404 of Fleet Bank, Boston, Massachusetts; accounts receivable, contract rights, general intangibles, chattel paper, goods, equipment, inventory, instruments, investment propertydocuments, deposit accounts notes, drafts, letters of credit, insurance policies, insurance and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has condemnation awards and proceeds, any interest; and
(f) other rights to the extent not included in the foregoingpayment of money, all proceeds of any trade names, trademarks and all of the foregoing. In addition service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Borrower; all permits, consents, approvals, licenses, authorizations and other rights and remedies herein set forthgranted by, the Collateral Agent shall have all of the rights and remedies given by or obtained from, any governmental entity with respect to the Collateral available Subject Property; all deposits or other security now or hereafter made with or given to a secured party at law utility companies by Borrower with respect to the Subject Property; all advance payments of insurance premiums made by Borrower with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Lender, whether or in equitynot disbursed; all funds deposited with Lender pursuant to any loan agreement; all reserves, includingdeferred payments, without limitationdeposits, accounts, refunds, cost savings and payments of any kind related to the rights of a secured party under the UCCSubject Property or any portion thereof; together with all replacements and proceeds of, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes additions and accessions to, any of the UCC foregoing; together with all books, records and other applicable lawfiles relating to any of the foregoing.
Appears in 2 contracts
Samples: Construction Loan Agreement (New England Life Pension Properties), Construction Loan Agreement (New England Life Pension Properties Ii)
Security Interest. As (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Assets in favor of the Trustee, 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 performance Seller;
(ii) each Loan constitutes either a “general intangible”, an “account” or an “instrument”, within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the 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 Company terms of any Loan to the transfer and granting of a security interest in such Loan hereunder to the Trustee, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the terms, covenants proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Loans and agreements on the part that portion of the Company Assets in which a security interest may be perfected by filing granted to be performed the Trustee, on behalf of the Secured Parties, under this Agreement or any Agreement;
(vi) other Transaction Documentthan the security interest granted to the Trustee, including on behalf of the punctual payment when due of all Secured ObligationsParties, pursuant to this Agreement, the Company hereby grants Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Assets. The Seller has not authorized the filing of and is not aware of any financing statements that include a description of collateral covering the Assets other than any financing statement (A) relating to the Collateral Agentsecurity interest granted to the Depositor under the Originator Sale Agreement and assigned to Seller under the Depositor Sale Agreement, (B) relating to the security interest granted to the Seller under the Depositor Sale Agreement, (C) that has been terminated 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, 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 Trustee;
(viii) the Seller has received a written acknowledgment from the Trustee that the 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, a security interest in, all ; and
(ix) none of the Company’s rightunderlying promissory notes or Loan Registers, title and interest in and to as applicable, that constitute or evidence the following (collectivelyLoans has any marks or notations indicating that they have been pledged, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement assigned or otherwise available conveyed to any Person other than the Company at law or in equity)Trustee, including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSecured Parties.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (MCG Capital Corp), Sale and Servicing Agreement (MCG Capital Corp)
Security Interest. As (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Contributed Asset, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
(ii) Each of POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Underlying Repurchase Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
(iii) In order to further secure the Obligations hereunder, the REO Subsidiary hereby pledges to Buyer as security for the performance by the Company REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the termsSubsidiary Owned Assets, covenants Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and agreements on the part REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of the Company REO Subsidiary in escrow accounts) and any other payments, rights to be performed under this Agreement payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any other Transaction Documentinterest in the Subsidiary Owned Assets, and any proceeds (including the punctual payment when due of all Secured Obligationsrelated securitization proceeds) and distributions and any other property, the Company hereby grants rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to the Collateral Agent, for the benefit any of the Secured Partiesforegoing, a security interest inin all instances, all of the Company’s rightwhether now owned or hereafter acquired, title and interest in and to the following now existing or hereafter created (collectively, the “CollateralSubsidiary Repurchase Assets”):, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement.
(aiv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Contributed Assets except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all Receivablesinstances, whether now owned and or hereafter acquired, now existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth hereincreated. This Agreement shall paragraph is intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
(v) Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As security for the performance by the Company of On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and the Purchased Mortgage Loans listed on the related Asset Schedule to the following extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in:
(i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Reserve Account, and any other accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates solely to any Purchased Mortgage Loans and any other assets to the extent relating solely to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments, insurance policies and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments, insurance policies or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor, insurance provider or counterparty to such Interest Rate Protection Agreement, to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “CollateralRepurchase Assets”):).
(aii) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
The foregoing paragraph (bi) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company is intended to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 2 contracts
Samples: Master Repurchase Agreement and Securities Contract (Home Point Capital Inc.), Master Repurchase Agreement (Home Point Capital Inc.)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all ReceivablesEach of the following items or types of property, whether now owned and or hereafter acquired, now existing or hereafter acquired created and wherever located, is hereinafter referred to as (the “Purchased Items”): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes included therein, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or arisingotherwise relating to such Mortgage Assets, together with all Receivable Assets files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and Collections with respect other books and records relating thereto;
, all mortgage guaranties and insurance (bissued by governmental agencies or otherwise) each of and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which the Origination AgreementsSeller is entitled and servicing and other rights relating to the Mortgage Assets, the Collection Account Agreements, the all Servicer Accounts established pursuant to any Servicing Agreement and the Letter of Credit Request Agreementall amounts on deposit therein, includingfrom time to time, in respect of each agreementall Purchase Agreements or other agreements or contracts relating to, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreementconstituting, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law governing, any or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusiveto the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Controlled Accounts and all certificates monies and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other investment property from time to time receivedon deposit in, receivable or otherwise distributed credited to, the Controlled Accounts, all securities accounts to which any Purchased Assets consisting of “securities” or “security entitlements” (as defined in respect of or in exchange for the then-existing Collection Accounts; and
(dUCC) the Company Concentration Account and the Payments Reserve Accountshave been credited, all Interest Rate Protection Agreements, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments“general intangibles”, if any“accounts”, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, “chattel paper”, goods“deposit accounts”, equipment, inventory, “instruments, ” and “investment property, deposit accounts and general intangibles (” as those terms are defined in the UCC as in effect on the date hereof in the State relating to or constituting any and all of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Gramercy Capital Corp), Master Repurchase Agreement (Gramercy Capital Corp)
Security Interest. (a) As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Facility Document, including the punctual payment when due of all Secured Borrower Obligations, the Company Borrower hereby grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in, in all of the CompanyBorrower’s right, title and interest in in, to and to under the following following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”):
(ai) all Receivables, whether now owned and existing or hereafter acquired or arisingthe Pledged Timeshare Loans, together with all Receivable Assets Collections and Collections all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans;
(bii) each of the Origination AgreementsRelated Security with respect to the Pledged Timeshare Loans;
(iii) the Account Collateral;
(iv) all Hedge Collateral;
(v) the HGV Borrower Purchase Agreement and all remedies thereunder, the Collection Account AgreementsSale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due Borrower is a party and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) the assignment to the Administrative Agent of all other rights, remedies, powers, privileges and claims of UCC financing statements filed by the Company Borrower against Seller under or in connection with such agreement the Sale and Contribution Agreement;
(whether arising pursuant to such agreement vi) all present and future claims, demands, causes of action and choses in action in respect of any or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth and all payments on or under of every kind and nature whatsoever in this clause (A) through (E), inclusive, respect of any or all of the “Transferred Agreements”);
(c) the Collection Accountsforegoing, including (A) all funds proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other evidences forms of payment held therein obligations and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cashreceivables, instruments and other property from which at any time to time received, receivable constitute all or otherwise distributed in respect part of or are included in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf proceeds of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountsforegoing;
(evii) all other assets of the Companyaccounts, whether now owned and existing or hereafter acquired or arisinggeneral intangibles, includingpayment intangibles, without limitationinstruments, all accountsinvestment property, documents, chattel paper, goods, equipmentmoneys, inventoryletters of credit, instrumentsletter of credit rights, investment propertycertificates of deposit, deposit accounts and general intangibles (as those terms are defined all other property and interests in property of the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestBorrower, whether tangible or intangible; and
(fviii) to the extent not included in all income and proceeds of the foregoing, all other than proceeds of any a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the Barbados Resort.
(b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or collateral described in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawthis Section 2.
Appears in 2 contracts
Samples: Receivables Loan Agreement, Sale and Contribution Agreement, Master Transfer Agreement, Custody Agreement (Hilton Grand Vacations Inc.), Receivables Loan Agreement (Hilton Grand Vacations Inc.)
Security Interest. As a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Buyer as security for the performance by the Company of all the terms, covenants and agreements on the part Sellers of the Company Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in the following: the Purchased Mortgage Loans, REO Subsidiary Interests, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (which interest in the Interest Rate Protection Agreements shall be performed under this Agreement pro rata and subject to rights of other parties holding security interests therein), accounts (including any interest of the Seller in escrow accounts) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other Transaction Documentinterest in the Purchased Assets, and any proceeds (including the punctual payment when due of all Secured Obligations, the Company hereby grants related securitization proceeds) and distributions with respect to the Collateral Agent, for the benefit any of the Secured Partiesforegoing and any other property, a security interest in, all of the Company’s rightrights, title or interests as are specified on a Transaction Request and/or Trust Receipt and interest Certification, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of ). In the Origination Agreementsevent any Purchased Asset becomes an REO Property, the Collection Account AgreementsSellers shall promptly repurchase such Purchased Asset, and simultaneously convey a Buyer Deed, to the Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Agreement. The Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Buyer’s security interest created hereby. Furthermore, the Servicing Agreement and Sellers hereby authorize the Letter of Credit Request AgreementBuyer to file financing statements relating to the Repurchase Assets, includingas the Buyer, in respect of each agreementat its option, (A) all rights of may deem appropriate. The Sellers shall pay the Company to receive monies due and to become due under filing costs for any financing statement or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection.
Appears in 2 contracts
Samples: Master Repurchase Agreement, Master Repurchase Agreement (New Century Financial Corp)
Security Interest. As (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Agent for the benefit of Buyers as security for the performance by the Company of all the terms, covenants and agreements on the part Sellers of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company and hereby grants presently grants, assigns and pledges to the Collateral Agent, Agent for the benefit of the Secured PartiesBuyers, a fully perfected first priority security interest inin the Purchased Assets, the related records and all servicing rights related to the Purchased Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Assets (including any other accounts) or any interest in the Purchased Assets, (ii) to the servicing of the Company’s rightPurchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral for any of the Purchased Assets and (v) to distributions in respect of the Purchased Assets; and any other proceeds, property, rights, title and interest or interests with respect to any of the foregoing, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;).
(b) each Section 9(a) is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and transactions hereunder as defined under Section 101(47)(v) of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);Bankruptcy Code.
(c) The Sellers hereby authorize the Collection AccountsAgent to file such financing statement or statements relating to the Repurchase Assets as the Agent, including (A) all funds and other evidences of payment held therein and all certificates and instrumentsat its option, if any, from time to time representing or evidencing may deem appropriate. The Sellers shall pay the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution filing costs for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time financing statement or statements prepared pursuant to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawthis Section 9.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Guild Holdings Co), Master Repurchase Agreement (Guild Holdings Co)
Security Interest. As collateral security for the performance by the Company Seller of all the terms, covenants and agreements on the part of the Company Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all Secured Obligationsobligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Company Seller hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Collateral Agent, Program Agent for its benefit and the ratable benefit of the Secured PartiesInvestors, the Banks and the Investor Agents, a security interest in, all of the CompanySeller’s right, title and interest in and to (A) the following Originator Purchase Agreement, including, without limitation, (collectivelyi) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the “Collateral”):
Originator Purchase Agreement, (aiii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections the Related Security with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement thereto and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due Collections and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingassets, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts instruments and general intangibles (as those terms are defined in the UCC as UCC), including undivided interests in effect on any of the date hereof in foregoing, owned by the State of New YorkSeller and not otherwise purchased under this Agreement, (C) in which the Company has any interest; and
Lock-Box Accounts and the Cash Collateral Account and (fD) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/), Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Security Interest. As security for the performance by the Company of On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and the Purchased Mortgage Loans listed on the related Asset Schedule to the following extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in:
(i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Reserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “CollateralRepurchase Assets”):).
(aii) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
The foregoing paragraph (bi) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company is intended to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 2 contracts
Samples: Master Repurchase Agreement and Securities Contract (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement under applicable Law and, in furtherance thereof, the Company shall be deemed to have granted, and does hereby grant, to the Participant a first priority security interest in the following for purposes the benefit of the UCC Participant 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; (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 applicable lawproperty 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) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, 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 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 until such time as the Company retains the Document Custodian pursuant to the provisions of Section 8.01(c) and, at such time, the Company shall cause the Document Custodian to take possession of the Notes and other Custodial Documents with respect to the Loans on behalf of the Participant 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
Samples: Participation and Servicing Agreement, Participation and Servicing Agreement
Security Interest. As security for (a) To secure the performance by the Company of all the terms, covenants and agreements on the part payment of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Indenture Obligations, Alderwoods, the Company hereby grants to Subsidiary Guarantors and the Collateral Agent, for the benefit on behalf of the Secured PartiesTrustee and the Exit Facility Agent, a security interest inhave entered into the Security Agreement, all of the Company’s rightControl Agreements (as defined in the Exit Facility), title the Deposit Account Agreements (as defined in the Exit Facility) and interest in and to the following Mortgages (collectively, the “Collateral”):
"COLLATERAL DOCUMENTS"), which shall grant the Collateral Agent, on behalf of the Trustee, a Lien on all assets (aother than Capital Stock) all Receivablessubject and subordinate to Liens securing the Exit Facility. The Trustee and each Holder, whether now owned by accepting Five-Year Notes issued under this Indenture, acknowledge the binding effect of the Collateral Documents as in effect and existing or hereafter acquired or arisingin existence on the date hereof; provided, together with all Receivable Assets that in the event of a conflict between the provisions of Collateral Documents and Collections with respect the provisions of the TIA, the provisions of the TIA will control. The Trustee is hereby authorized to execute on behalf of the Holders a collateral agency agreement, which will appoint the Collateral Agent as collateral agent for the Holders, the Guaranty Inducement Agreement and amendments, restatements, supplements, modifications and/or replacements thereto;.
(b) each The Collateral will be held for the equal and ratable benefit and security of the Origination AgreementsHolders of Five-Year Notes without preference, the Collection Account Agreementspriority, the Servicing Agreement and the Letter or distinction of Credit Request Agreementany thereof over any other by reason of difference in time of issuance, includingsale, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights and for the enforcement of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);Indenture Obligations.
(c) The security interests granted hereunder and under the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts Collateral Documents or any funds similar agreement or document and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all rights with respect to any of the foregoing. In addition Collateral will be subordinated in all respects to the security interests and rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available granted in respect of the Exit Facility pursuant to a secured party at law the Intercreditor Agreement which the Trustee is hereby authorized to execute on behalf of the Holders together with such amendments, restatements, supplements, modifications and/or replacements with respect thereto as shall be necessary or in equity, including, without limitationdesirable to give effect to such subordination.
(d) The initial aggregate book value of the Collateral will be no less than the product of (i) the aggregate original principal amount of the Exit Facility commitment and the original principal amount of the Five-Year Notes times (ii) 1.25. Except as otherwise provided on Schedule 10.02, the rights of a secured party under Collateral will initially include the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawreal property listed on Schedule 10.01.
Appears in 2 contracts
Samples: Indenture (Alderwoods Group Inc), Indenture (Loewen Group International Inc)
Security Interest. (a) As security for the performance by the Company Sellers of all the terms, covenants and agreements on the part of the Company each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Secured Yield and all other Seller Obligations, the Company each Seller hereby grants to the Collateral Agent, Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Companysuch Seller’s right, title and interest in in, to and to under all of the following following, whether now or hereafter owned, existing or arising (collectively, the “CollateralSupport Assets”):
): (ai) all Pool Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (Aii) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Related Security with respect to such agreementPool Receivables, (Ciii) claims of the Company for damages arising out of or for breach of or default under all Collections with respect to such agreementPool Receivables, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder Lock-Boxes and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Lock-Box Accounts and all consentsamounts on deposit therein, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection such Lock-Boxes and Lock-Box Accounts or any funds and other evidences of payment held amounts on deposit therein, (Bv) all investments rights (but none of the obligations) of such funds held in Seller under the Collection Accounts related Purchase and all certificates and instruments from time to time representing or evidencing such investmentsSale Agreement, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(evi) all other personal and fixture property or assets of the Companysuch Seller of every kind and nature, whether now owned including all goods (including inventory, equipment and existing or hereafter acquired or arisingany accessions thereto), includinginstruments (including promissory notes), without limitationdocuments, all accounts, chattel paperpaper (whether tangible or electronic), goodsdeposit accounts, equipmentsecurities accounts, inventorysecurities entitlements, instrumentsletter-of-credit rights, commercial tort claims, securities and all other investment property, deposit accounts supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC as UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Support Assets, and in effect on addition to all the date hereof in the State of New York) in which the Company has any interest; and
(f) other rights and remedies available to the extent not included in Administrative Agent (for the foregoingbenefit of the Secured Parties), all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under any applicable UCC. Each Seller hereby authorizes the UCCAdministrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, as if 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 Support Assets shall be automatically released from the Lien created hereby, and this Agreement and all rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes obligations (other than those expressly stated to survive such termination) of the UCC Administrative Agent, the Purchasers and the other Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Support Assets shall revert to the applicable lawSeller; provided, however, that promptly following written request therefor by any Seller delivered to the Administrative Agent following any such termination, and at the expense of the Sellers, the Administrative Agent shall execute and deliver to such Seller UCC-3 termination statements and such other documents as such Seller shall reasonably request to evidence such termination. For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 5.05 shall be in addition to, and shall not be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or liabilities of any party under this Section 5.05.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Security Interest. As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Company of all the terms, covenants and agreements on the part Seller of the Company Obligations and hereby grants, assigns and pledges to be performed Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under this Agreement any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any other Transaction Documentinterest in the Purchased Mortgage Loans, and any proceeds (including the punctual payment when due of all Secured Obligations, the Company hereby grants related securitization proceeds) and distributions with respect to the Collateral Agent, for the benefit any of the Secured Partiesforegoing and any other property, a security interest in, all of the Company’s rightrights, title and interest or interests as are specified on a Transaction Request and/or Trust Receipt, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred AgreementsRepurchase Assets”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As security for (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance by the Company when due of all the terms, covenants and agreements on the part of the Company to be performed Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereinafter existing or arising, due of all Secured Obligationsor to become due, direct or indirect, the Company Borrower hereby pledges and grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and assignment of, all of the CompanyBorrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the following (collectivelyTrustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”):
(a) all Receivables; provided, whether now owned and existing or hereafter acquired or arisinghowever, together with all Receivable Assets and Collections with respect thereto;that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document.
(b) each of The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Origination AgreementsAdministrative Agent requests in order to perfect, evidence or protect the Collection Account Agreementssecurity interest granted pursuant to Section 2.6(a), the Servicing Agreement and the Letter of Credit Request Agreement, including, including without limitation delivering a collateral assignment in respect of each agreementPledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (A5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Company Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to receive monies due constitute waiver by the Borrower of its rights, title and interest in or to become due any such Collateral or the proceeds thereof that are in excess of its payment obligations hereunder and under or the Lender Notes.
(c) Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to such agreementSection 2.7, whether payable as fees, expenses, costs or otherwise, (B) all rights the security interest of the Company Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to receive proceeds of any insurancefile, indemnitypromptly upon request, warranty such releases or guaranty assignments, as applicable, with respect to such agreementPledged Policy, (Crequest the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) claims of the Company for damages arising out of or for breach of or default under related to such agreementPledged Policy, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all take such other rights, remedies, powers, privileges and claims actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights repayment of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein Borrower’s Advances then outstanding and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, Obligations (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights Aggregate Contingent Interest) and termination of a secured party under all Commitments and this Loan Agreement, the UCCsecurity interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as if applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and to take such rights and remedies were fully set forth herein. This Agreement other actions as the Borrower shall constitute a security agreement for purposes of the UCC and other applicable lawreasonably request in order to evidence any such release.
Appears in 2 contracts
Samples: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Security Interest. As security for (a) Subject to the terms and conditions of the Intercreditor Agreement, to secure the timely repayment of the principal of, and interest on, the Promissory Notes, and all other Obligations of the Borrower to any Secured Party, and the prompt performance by the Company when due of all the terms, covenants and agreements on the part of the Company to be performed Borrower hereunder and under this Agreement or any other Transaction Document, including the punctual payment when whether now or hereafter existing or arising, due of all Secured Obligationsor to become due, direct or indirect, the Company Borrower hereby grants to the Collateral AgentGWG Trust, for the benefit of the Secured Parties, a continuing, senior security interest in, in all of the CompanyBorrower’s right, title and interest in in, to and to under all of the following (collectively, the “Collateral”):
(a) all Receivablesfollowing, whether now owned and or hereafter owned, existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, : (A) all rights the equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwiseBorrower, (B) all rights bank accounts of the Company to receive proceeds Borrower and all funds, investments and other items of any insurancevalue therein, indemnity, warranty or guaranty with respect to such agreementincluding the LifeNotes Account, (C) claims to the extent permitted by Applicable Law, all other assets of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts Borrower and (D) all interestproceeds of, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instrumentsamounts received or receivable with respect to any of, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition addition, subject to the rights terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and remedies herein set forthinterest on, the Collateral Agent shall have all Promissory Notes. All of the rights and remedies with respect assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral available to a secured party at law or in equity, including, without limitation, related thereto for the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes benefit of the UCC and other applicable lawLenders shall be released by the GWG Trust.
Appears in 2 contracts
Samples: Note Issuance and Security Agreement (GWG Holdings, Inc.), Note Issuance and Security Agreement (GWG Life Settlements, LLC)
Security Interest. As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of all Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the termsPurchased Mortgage Loans (including, covenants without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and agreements on any proceeds (including the part related securitization proceeds) and distributions with respect to any of the Company to be performed under this Agreement or foregoing and any other Transaction Documentproperty, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s rightrights, title and interest or interests as are specified on a Transaction Request and/or Asset Confirm, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):).
b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (ai) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, Seller’s rights under the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingFacility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are collateral however defined in or described under the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) Servicing Facility Documents to the extent not otherwise included in under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, all proceeds of any and all the Irrevocable Instruction Letter shall also require, upon repayment of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all entire outstanding principal amount of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party loan under the UCC, as if such rights Servicing Facility Agreement and remedies were fully set forth hereinthe termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations [***] Confidential treatment has been requested for the bracketed portions. This Agreement shall The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (a) and (b) are intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the UCC Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and other applicable lawperform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, Seller hereby authorizes Buyer to file financing statements relating to the Repurchase Assets, as Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. As security for the prompt payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured its Obligations, the Company Borrower hereby grants assigns and pledges to the Collateral AgentLender, for the benefit of the Secured Parties, and grants a security interest ininterest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the interests of Xxxxxx Xxx and Freddie Mac as set forth in Section 4.02 and in the related Xxxxxx Xxx Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the CompanyBorrower’s right, title and interest 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) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of the Borrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) the Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the following Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, 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 foregoing (but excluding computer programs) (v) the Collection Account and all 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 the Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the Xxxxxx Xxx Lender Contracts, and (vii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Collateral”):
(a) all Receivables); provided that the Borrower shall not assign or pledge to the Lender, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each a grant a security interest in any of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under Excluded Amounts or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawExcess Yield.
Appears in 2 contracts
Samples: Loan and Security Agreement (Mr. Cooper Group Inc.), Loan and Security Agreement (Mr. Cooper Group Inc.)
Security Interest. As SECTION 3.1. The Debtor, or each Debtor Holdco, as the case may be, respectively, hereby pledges to Secured Party on behalf of the Lenders, as security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, representing a continuing security interest in, lien on and right of set-off against, all of the Company’s its right, title and interest in and to all of the following Equity Interests, and any warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character, regardless of class or designation, owned or hereafter acquired by the Debtor, in each of the issuing entities described in Schedule I hereto (collectively, including the Additional Pledged Interests (as defined below), the “CollateralPledged Interests”):
), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including any certificates representing the Pledged Interests (aincluding the Additional Pledged Interests), the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) all Receivablesbe registered in the name of Secured Party or any of its nominees, whether now owned the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests) and existing or hereafter acquired or arising, the right to require that same be delivered to Secured Party together with all Receivable Assets and Collections undated powers or assignments of investment securities with respect thereto;
(b) each of , duly endorsed in blank by the Origination AgreementsDebtor, the Collection Account Agreementsall warrants, the Servicing Agreement options, share appreciation rights and the Letter of Credit Request Agreementother rights, includingcontractual or otherwise, in respect thereof and of each agreementall dividends, (A) all rights distributions of the Company to receive monies due and to become due under income, profits, surplus or pursuant to such agreementother compensation by way of income or liquidating distributions, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under in cash or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividendskind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred addition to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accountsof, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect on account of or in exchange for any such accounts;
(e) or all other assets of the CompanyPledged Interests (including the Additional Pledged Interests), whether now owned and existing or hereafter acquired the Debtor (the Pledged Interests and any other collateral pledged pursuant to this Section 2(a) are referred to herein, collectively, as the “Pledged Collateral” or arising, including, without limitation, “Collateral”).
SECTION 3.2. This Agreement secures the payment of all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts obligations of the Debtor now or hereafter existing under and general intangibles (as those terms are defined in connection with the UCC as in effect on Loan Documents and all Secured Obligations now or hereafter existing under this Agreement. Without limiting the date hereof in the State generality of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, this Agreement additionally secures the payment of all proceeds of any and all amounts which constitute part of the foregoing. In addition Secured Obligations and would be owed by the Debtor to the rights Secured Party and remedies herein set forth, Lenders under and in connection with the Collateral Agent shall have all of Loan Documents but for the rights and remedies with respect fact that they are unenforceable or not allowable due to the Collateral available to a secured party at law or in equity, including, without limitation, the rights existence of a secured party under the UCCbankruptcy, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawreorganization or similar proceeding involving any Debtor.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vivakor, Inc.), Pledge Agreement (Vivakor, Inc.)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to Lender, the Collateral Agent, for the benefit of the Secured Partiessecured party hereunder, a continuing security interest in, all of the Company’s right, title and interest in and to the following (collectivelyany and all "Collateral" as described below to secure payment and performance of all debts, the “Collateral”):
(a) liabilities and obligations of Borrower to Lender hereunder and also any and all Receivablesother debts, whether liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the Origination Agreementsgranting of this security interest, the Collection Account Agreementsregardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, includes obligations to perform thereunder acts and refrain from taking action as well as obligations to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, pay money including, without limitation, all interest, other fees and expenses (all hereinafter called "Obligations"). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, goodsincluding tangible chattel paper and electronic chattel paper, equipmentdocuments, inventory(h) letter of credit rights, instruments(i) accounts, investment propertyincluding health-care insurance receivables, (j) deposit accounts accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and general intangibles software and (m) as-extracted collateral as those such terms are may from time to time be defined in the UCC as Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in effect on the date hereof in the State of New York) household goods in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at Lxxxxx is forbidden by law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute from taking a security agreement for purposes of the UCC and other applicable lawinterest.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (PishPosh, Inc.), Business Loan and Security Agreement (PishPosh, Inc.)
Security Interest. As a general and continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Company Grantor to the Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of this Agreement and all interest, commissions, cost of realization, legal and other costs, charges and expenses the termsGrantor, covenants IN CONSIDERATION OF THE LIABILITIES and agreements on for other good and valuable consideration, the part receipt and sufficiency of which are hereby acknowledged, does hereby grant to the Lender, a continuing security interest in all present and after-acquired personal property of the Company to be performed under this Agreement or any other Transaction DocumentGrantor, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to without limitation the following (collectively, the “Collateral”)::
(a) all ReceivablesAll Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and any other similar rights of the Grantor however created or evidenced, whether now owned and existing or hereafter acquired owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all Receivable Assets books and Collections with respect theretorecords pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world;
(b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Grantor used or consumed or to be used or consumed in the Grantor's business, together with any and all books and records pertaining thereto;
(c) All Equipment, Fixtures, Goods and all other tangible personal property of the Grantor of every kind or nature which are not inventory or consumer goods as defined in the PPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus;
(d) All products and Proceeds of each of the Origination Agreementsforegoing, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, specifically including, in respect of each agreementwithout limitation, (Ai) any and all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds Proceeds of any insurance, indemnity, warranty or guaranty with respect Guarantee payable to such agreementthe Grantor from time to time, (Cii) claims any and all payments of any form whatsoever made or due and payable to the Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Company for damages foregoing by any governmental authority or any Person acting under color of governmental authority, (iii) to the extent of the value of Collateral, claims arising out of the loss, nonconformity, or for breach interference with the use of, defects or infringement of rights in, or default under such agreementdamage to, (D) the right of the Company to amendCollateral, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (Eiv) any and all other rights, remedies, powers, privileges and claims of the Company amounts from time to time paid or payable under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights any of the Company to enforce such agreement and to give foregoing, whether or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or not in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountslieu thereof;
(e) all other assets of All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the Companylike now in, attached to or which may hereafter at any time be placed in or added to any Collateral, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State not of New York) in which the Company has any interestlike kind; and
(f) to the extent not included All rights, remedies, claims and demands under or in the foregoing, all proceeds of any and all connection with each of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: General Security Agreement (Anthony Clark International Insurance Brokers LTD), Loan and Security Agreement (Anthony Clark International Insurance Brokers LTD)
Security Interest. As security for the payment and performance by the Company of all Obligations (including without limitation the termsLoans, covenants other advances and agreements on the part Letters of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured ObligationsCredit), the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent agent for and on behalf of the Company in substitution for Lenders, shall have and each of the then-existing Collection Accounts and (D) all interestBorrowers hereby grants to the Agent, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent as agent for and on behalf of the Company Lenders, a continuing security interest in substitution for any such accounts, all personal property and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets fixtures of the CompanyBorrowers of every kind and description, tangible or intangible, whether now or hereafter existing, whether now owned and existing or hereafter acquired or arisingacquired, and wherever located, including, but not limited to the following: all Inventory of the Borrowers; all furniture, fixtures and similar property of the Borrowers; all Machinery and Equipment of the Borrowers; all accounts of the Borrowers; all contract rights of the Borrowers; all other rights of the Borrowers to the payment of money, including without limitationlimitation amounts due from Affiliates, tax refunds, and insurance proceeds; all accountsinterest of the Borrowers in goods as to which an Account shall have arisen; all files, records (including without limitation computer programs, tapes and related electronic data processing software) and writings of the Borrowers or in which any of the Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, goodsdeposits, equipment, inventory, instruments, investment property, deposit accounts and cash or other property owned by any of the Borrowers or in which any of the Borrowers has an interest which are now or may hereafter be in the possession of the Agent or any of the Lenders or as to which the Agent or any of the Lenders may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Borrower (as those terms are defined including without limitation all patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks and copyrights of any Person; and any rights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 6.1); any other property of the UCC as in effect on the date hereof in the State of New York) Borrowers, real or personal, tangible or intangible, in which the Company Agent or any of the Lenders now has any interest; and
(f) to the extent not included or hereafter acquires a security interest or which is now or may hereafter be in the foregoingpossession of the Agent or any of the Lenders; any sums at any time credited by or due from the Agent or any of the Lenders to any of the Borrowers, all including deposits; and proceeds and products of any and accessions to all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Allou Health & Beauty Care Inc), Revolving Credit and Security Agreement (Allou Health & Beauty Care Inc)
Security Interest. As (a) Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Company Sellers of all the terms, covenants and agreements on the part of the Company Sellers' obligations to be performed Buyer under this Agreement or any other Transaction Documentand the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the punctual payment when due indebtedness of Obligors and the Underlying Assets, including all Secured ObligationsManufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and MH Loans, and all other collateral provided as security for the Company hereby grants Purchased Loans; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Collateral AgentPurchased Loans, for Income, any and all Hedgxx, xxl Insured Closing Letters and the benefit of the Secured Parties, a security interest in, Escrow Instructions covering any or all of the Company’s rightLoans, title all Collections and interest in the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to the following (collectivelyPurchased Loans, the “Collateral”):
(a) all ReceivablesMH Contracts, whether now owned Dealer Financing Agreements, and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination other Loan Agreements, the Collection Account Loan Documents, all Consignment Agreements, sale contracts, security agreements, the Servicing Agreement right to payment of interest or finance charges and collateral securing such obligations, and any other contract rights, and other assets relating to the Letter of Credit Request Agreement, including, Purchased Loans or any interest in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreementPurchased Loans, whether payable as feesconstituting real or personal property, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventorygoods, instruments, investment propertygeneral intangibles, deposit accounts inventory or proceeds, or securities backed by or representing an interest in such Loans, and general intangibles (as those terms are defined in the UCC as in effect any and all replacements, substitutions, distributions on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds or Proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forthforegoing (collectively, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law"Collateral").
Appears in 2 contracts
Samples: Master Repurchase Agreement (Bingham Financial Services Corp), Master Repurchase Agreement (Bingham Financial Services Corp)
Security Interest. As security for To secure the performance by the Company of all the terms, covenants and agreements on the part prompt payment to Lender of the Company Indebtedness and any and all other Obligations now existing or hereafter arising owed by Borrower to be performed under this Agreement or any other Transaction DocumentLender, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby irrevocably grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a first priority and continuing security interest in, all of the Company’s right, title and interest in and to the following property of Borrower, whether now owned or existing or hereafter acquired or arising and wheresoever located and all proceeds of the foregoing (collectively, the “Collateral”):
(a) all Receivablesright, whether now owned title, and existing or hereafter acquired or arisinginterest of Borrower in and to the Receivables (including the Bridge Mortgage Loans and all servicing rights related thereto) and the Mortgage Loan Documents, together with all Receivable Assets and Collections with respect theretoincluding, without limitation, such Bridge Mortgage Loans originated by Borrower pursuant to Section 7.1(k) hereof;
(b) each all right, title, and interest of Xxxxxxxx in and to investment proceeds received or payable to it on the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect principal portion of each agreement, (A) all rights Funded Reserve Loan withheld for payment of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty future construction advances with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)Mortgage Loans;
(c) all right, title, and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Collection Accounts, Mortgage Loan Documents (including (Aeach Mortgage Note) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf agreements which evidence any of the Company Receivables, including all right, title and interest in substitution for and to all financing statements perfecting such security interests in any of the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; andforegoing;
(d) all right, title, and interest of Xxxxxxxx in and to all financing statements perfecting the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences security interests of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountsforegoing;
(e) all right, title, and interest of Xxxxxxxx in and to all guaranties and other assets instruments by which any Person guarantees the payment or performance of the CompanyReceivables;
(f) all right, title, and interest of Borrower in and to all insurance policies pertaining to or obtained by Account Debtor or Borrower in connection with, or arising out of, any Mortgage Loan Document or the Mortgaged Properties including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance, any income (whether principal, interest, dividends or other distributions) relating to any Receivables;
(g) all right, title, and interest of Xxxxxxxx in and to all commitments and other agreements to purchase any Receivables;
(h) all right, title, and interest of Xxxxxxxx in and to all collections on, and proceeds of or from (including Interest Proceeds and Principal Proceeds), any and all of the foregoing (hereafter collectively called “Collections”);
(i) all files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Receivables (including all information, data, programs, tapes, discs, and cards necessary to administer and service such Receivables);
(j) all contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in subparagraphs (a) through (h) above;
(k) all now owned and existing or hereafter acquired or arisingarising rights to service, includingadminister and/or collect Bridge Mortgage Loans and all rights to the payment of money on account of such servicing, without limitationadministration and/or collection activities;
(l) monies, all accounts, chattel paper, goods, equipment, inventory, instruments, investment securities and property, deposit accounts and general intangibles (as those terms are defined now or hereafter held, received by, or entrusted to, in the UCC as in effect on possession or under the date hereof in the State control of New York) in which the Company has any interest; andLender or a bailee of Lender and all investment property now or hereafter owned by Xxxxxxxx;
(fm) to the extent not included listed above, all Accounts, Goods, General Intangibles, Instruments, Investment Property, and Supporting Obligations (in each case, as such terms are defined in Article 9 of the UCC) of Borrower;
(n) the Funding Account and the Cash Collateral Account;
(o) all securities or Investment Property acquired with the proceeds of a Tranche C Loan;
(p) accessions to, substitutions for and all replacements, products and Proceeds of the foregoing, all including proceeds of insurance policies (including but not limited to claims paid and premium refunds);
(q) books and records (including customer lists, credit files, tapes, ledger cards, computer software and hardware, electronic data processing software, computer printouts, and other computer materials and records) of Borrower evidencing or containing information regarding any and all of the foregoing. In addition to the rights ; and
(r) all cash and remedies herein set forthcash equivalents, the Collateral Agent shall have all inventory, equipment, fixtures, patents, trade names, trademarks, and copyrights of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (NextPlay Technologies Inc.)
Security Interest. As security for the prompt payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured its Obligations, the Company each Borrower hereby grants assigns and pledges to the Collateral AgentLender, for the benefit of the Secured Parties, and grants a security interest ininterest, subject to the interests of Fxxxxxx Mac as set forth in Section 4.02 and in the Acknowledgement Agreements, to the Lender, all of the Companyeach Borrower’s right, title and interest 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) the Fxxxxxx Mac Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of each Borrower in such Fxxxxxx Mac Servicing Rights, (ii) the Fxxxxxx Mac Servicing Contracts and all rights and claims thereunder, (iii) the Acknowledgement Agreements with Fxxxxxx Mac and all rights and claims thereunder, (iv) the Excess Servicing Spreads identified on the attached Servicing Schedule, as the same may be amended by the delivery of each subsequent Servicing Schedule hereunder, whether or not yet accrued, earned, due or payable as well as all other present and future rights and interests of each Borrower in such Excess Servicing Spreads, (v) all books and records, including computer disks and other records or physical or virtual data or information, related to the following foregoing (but excluding computer programs) (vi) the Subordinate Collateral and (vii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Collateral”):
(a) all Receivables); provided that Borrowers do not assign or pledge to the Lender, whether now owned or grant a security interest in any of Borrower's right, title and existing interest, in, to or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, under (A) all rights of the Company to receive monies due and to become due under any Fxxxxx Mxx Servicing Rights, any Fxxxxx Mae Servicing Contracts, or pursuant to such agreement, whether payable as fees, expenses, costs any Acknowledgement Agreement with Fxxxxx Mxx or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution reimbursement for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time servicing advances related to time received, receivable or otherwise distributed in respect of or in exchange for mortgage servicing rights subject to any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawServicing Contract.
Appears in 1 contract
Samples: Loan and Security Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured ObligationsPurchased Assets, the Company hereby grants Records, and all Servicing Rights, related to the Collateral AgentPurchased Assets, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and Facility Documents (to the following (collectivelyextent such Facility Documents and such Seller’s rights thereunder relate to the Purchased Assets), the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination AgreementsServicer Account, the Collection Account AgreementsAccount, any Property relating to any Purchased Asset or the Servicing Agreement related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or the Letter of Credit Request Agreementrelated Mortgaged Property, including, in respect of each agreement, (A) all rights of the Company including but not limited to receive monies due and to become due any payments or proceeds under any related primary insurance or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any hazard insurance, indemnityany Income relating to any Purchased Asset, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all any other contract rights, remediesaccounts (including any interest of such Seller in escrow accounts) and any other payments, powers, privileges rights to payment (including payments of interest or finance charges) and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available general intangibles to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of extent that the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds relates to any Purchased Asset and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of relating to the Company, whether now owned and existing or hereafter acquired or arising, Purchased Assets (including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as in effect a repurchase agreement or similar purchase and sale agreement) between such Seller or its Subsidiaries on the date hereof in one hand and Buyer or Buyer’s Affiliates on the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoingother, and all proceeds substitutions or replacements of any and all of the foregoing. In addition to foregoing and any proceeds (including the rights related securitization proceeds) and remedies herein set forthdistributions and any other property, the Collateral Agent shall have all of the rights rights, title or interests as are specified on a Trust Receipt and remedies related Mortgage Loan Schedule and Exception Report with respect to any of the Collateral available to a secured party at law foregoing, in all instances, whether now owned or in equityhereafter acquired, including, without limitationnow existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller acknowledges that it has no rights to service the Purchased Assets but only has rights as a party to the current Servicing Agreement, if any. Without limiting the generality of the foregoing and in the event that a secured party under Seller is deemed to retain any residual Servicing Rights, and for the UCCavoidance of doubt, as if such rights Seller grants, assigns and remedies were fully set forth hereinpledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. This Agreement shall The foregoing provision is intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to this Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC and other applicable lawBankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Each Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. As security for To secure the performance by the Company of all the terms, covenants and agreements on the part payment of the Company Indebtedness and all of Borrower's existing and future obligations to be performed Lender whether arising under or related to this Agreement or any other Transaction Documentotherwise, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a continuing security interest in, all of the Company’s right, title and interest in and to all of the following (collectively, the “Collateral”):
(a) all Receivablesproperty of Borrower, whether now owned and or existing or hereafter arising or acquired and regardless of where located: Contracts; Contract Debtor Documents; Contract Rights; payments from Contract Debtor bank accounts; chattel paper; leases; installment sale contracts; installment loan contracts; payments from chattel paper obligors; security deposits; Motor Vehicles (including but not limited to cars and trucks); certificates of title; contract purchase discounts; accounts; general intangibles; security interests; collateral securing chattel paper; dealer agreements; dealer reserves and rate participation (to the extent that Borrower has an assignable interest therein); rights of Borrower related to installment contracts, motor vehicles, and collateral securing chattel paper; documents; instruments; deposit accounts; electronic funds transfers, equipment; inventory; parts and accessories for motor vehicles; payments from account debtor bank accounts; reserve accounts; insurance policies, and benefits and rights under insurance policies, which Borrower is solely or arisingjointly the owner of, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreementsinsured under, the Collection Account Agreementslienholder or loss payee under, or the Servicing Agreement beneficiary of, and the Letter all payments and property of Credit Request Agreementany kind, includingnow or at any time or times hereafter, in respect the possession or under the control of each agreementLender, (A) all rights or a bailee of the Company to receive monies due and to become due under or pursuant to such agreementLender; accessions to, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company substitutions for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consentsreplacements, requestsproducts and proceeds of, notices, directions, approvals, extensions or waivers under or in connection therewith (all any of the foregoing set forth in this clause property; and books and records (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsfinancial statements, chattel paperaccounting records, goodscustomer lists, equipmentcredit files, inventorycomputer programs, instrumentselectronic data, investment print-outs and other computer materials and records) of Borrower pertaining to any of the foregoing property, deposit accounts and general intangibles . The granting of the security interest in this Agreement does not disrupt the continuity of the existing security interest previously granted to Lender (as those terms are defined described in the UCC as Prior Agreement); it merely continues the existing security interest. If before the execution of this Agreement Lender released its security interest in effect on property of the date hereof in the State of New York) in which the Company has any interest; and
(f) Borrower or consented to the extent Borrower granting a security interest in its property to another Person, this Section 6.0 does not included in change the foregoing, all proceeds of any and all provisions of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law release or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawconsent.
Appears in 1 contract
Samples: Motor Vehicle Installment Contract Loan and Security Agreement (TFC Enterprises Inc)
Security Interest. As security for To secure the performance by the Company of all the terms, covenants and agreements on the part prompt payment to each Lender of the Company to be performed under this Agreement or any other Transaction DocumentLiabilities, including the punctual payment when due of all Secured Obligations, the Company hereby each Borrower grants to the Collateral Agent, for the benefit of the Secured PartiesAgent and the Lenders, a continuing security interest in, all of the Company’s right, title and interest in and to all of such Borrower's Property including the following (collectively, the “Collateral”):
(a) all ReceivablesProperty and interest in Property of such Borrower, whether now owned and or existing or hereafter to be acquired or arisingarising and wherever located: (i) all Accounts, together with all Receivable Assets and Collections with respect thereto;
(b) each Inventory, Equipment, General Intangibles, tax refunds, chattel paper, instruments, letters of the Origination Agreementscredit, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreementinvestment property, including, without limitation, stocks, bonds, interests in respect of each agreementlimited liability companies, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreementpartnership interests, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notessecurities, certificates of deposit and other instruments from time to time hereafter delivered or transferred todeposit, or otherwise possessed bymutual fund shares, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingsecurities entitlements, including, without limitation, all accountsof each Borrower's rights to any securities account, chattel paperany free credit balance or other money owing by any securities intermediary with respect to such account, goodsall securities and commodities held by Agent or any of its Affiliates, equipmentall commodity contracts held by any Borrower and all commodity accounts held by any Borrower, inventory, instruments, investment property, documents and documents of title evidencing or issued with respect to any of the foregoing; (ii) all of such Borrower's deposit accounts (general or special) with and general intangibles credits and other claims against Agent or any Lender; (as those terms are defined iii) all of such Borrower's now owned or to be acquired monies, and any and all other property of such Borrower now or to be coming into the actual possession, custody or control of Agent, any Lender or any agent or affiliate of any Lender in the UCC as in effect on the date hereof in the State any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (iv) all insurance proceeds of New York) in which the Company has or relating to any interest; and
(f) to the extent not included in of the foregoing; (v) all of such Borrower's books and records, including without limitation customer lists, credit files, computer programs, printouts and other materials, relating to any of the foregoing; and (vi) all accessions and additions to, substitutions for, and replacements, products and proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Security Interest. As security for (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, and the prompt performance by the Company when due of all the terms, covenants and agreements on the part of the Company to be performed Borrower hereunder and under this Agreement or any other Transaction Document, including whether existing or arising as of the punctual payment when Closing Date or thereafter, due of all Secured Obligationsor to become due, direct or indirect, the Company Borrower hereby pledges and grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and assignment of, all of the CompanyBorrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the following (collectivelySecurities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”):
(a) all Receivables; provided, whether now owned however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. GWG DLP Funding IV, LLC Amended and existing or hereafter acquired or arising, together with all Receivable Assets Restated Loan and Collections with respect thereto;Security AgreementPage 7 of 68
(b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests, in each of case, in order to perfect, evidence or protect the Origination Agreementssecurity interest granted pursuant to Section 2.6(a), the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, including without limitation delivering a collateral assignment in respect of each agreementPledged Policy subject to this Loan Agreement, (A) all rights naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to receive monies due be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights the right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of the Company to receive proceeds an Event of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreementDefault, to perform thereunder complete or direct the Securities Intermediary to complete and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold send any and all consents, requests, notices, directions, approvals, extensions Change Forms previously delivered to it by or waivers under or in connection therewith (all on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing set forth in this clause (A) through (E)grant has been coupled with an interest and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, inclusiveprovided however, notwithstanding any other provision of any Transaction Document, the “Transferred Agreements”);Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral, upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent.
(c) Upon the Collection Accounts, including (A) all funds and other evidences receipt of payment held therein and all certificates and instruments, if any, from time the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed bySection 2.7, the Collateral Agent for and on behalf security interest of the Company Administrative Agent in substitution such Pledged Policy for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf benefit of the Company Secured Parties shall be released. Upon the indefeasible repayment in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect full of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the rights and remedies herein set forth, security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law file, promptly upon written request, such releases or in equity, including, without limitation, the rights of a secured party under the UCCassignments, as if applicable, and to take such rights other actions as the Borrower shall reasonably request in writing in order to evidence any such release. GWG DLP Funding IV, LLC Amended and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes Restated Loan and Security AgreementPage 8 of the UCC and other applicable law.68
Appears in 1 contract
Security Interest. As This Agreement creates a valid security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the 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 (a) Liens in favor of the Parent in respect of the Obligations hereunder, (b) 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 financial statements of the Borrowers (if such reserves are required pursuant to GAAP), (c) inchoate mechanics’ and materialmen’s Liens for construction in progress, (d) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of any Borrower, (e) 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 performance by applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (f) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (g) Liens reflected in the Company of all SEC Reports, (h) the terms, covenants and agreements Lien described on the part Section 5.17 of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants Disclosure Schedule to the Collateral Agent, for the benefit Merger Agreement and (i) Liens (x) of a collection bank arising under Section 4—210 of the Secured PartiesUniform Commercial Code on items in the course of collection, a security interest in, all of the Company’s right, title and interest in and (y) relating to the following establishment of depository relations with banks, and (collectively, the “Collateral”):
z) in favor of banking institutions arising as a matter of law encumbering deposits (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) including the right of set-off) and which are within the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held general parameters customary in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawbanking industry.
Appears in 1 contract
Samples: Loan and Security Agreement (Javelin Pharmaceuticals, Inc)
Security Interest. As (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the performance by Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the Company case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the termslaws of the United States, covenants Ireland and agreements each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties. The relevant Lessor Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. Schedule 3.06 hereto lists, (i) to the knowledge of the Obligors after due inquiry, all Permitted Liens described in clause (e) or (j) of the definition of Permitted Liens on the part Pool Aircraft Collateral existing as of the Company Effective Date and (ii) all Permitted Liens described in clause (n) of the definition of Permitted Liens on the Pool Aircraft Collateral existing as of the Effective Date of which a responsible officer of any Obligor has received written notice.
(b) None of the Collateral nor any Pool Aircraft Collateral has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and 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 and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be performed under this applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated or that have been made in connection with Permitted Liens, the Security Agreement or any other Transaction Document, including the punctual payment when due Security Document in favor of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest inor, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreementthe Leases, (C) claims in favor of the Company for damages arising out of Borrower Parties or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);Lessee thereunder.
(c) the Collection Accounts, including (A) all funds The rights and other evidences obligations of payment held therein each Lessor Subsidiary and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles each Intermediate Lessee (as those terms are defined in lessor, as applicable) under the UCC as in effect on the date hereof in the State of New York) in Leases to which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies it is a party with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights Pool Aircraft are held free and clear of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and any Adverse Claim other applicable lawthan Permitted Liens.
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Lease Finance Corp)
Security Interest. As (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company Purchased Assets, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Income, Ancillary Income and Advance Reimbursements related to the termsPurchased Assets, covenants Mortgage Files related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and agreements Sellers’ rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the part one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, and all of the Companyforegoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”).
(ii) In order to further secure the Obligations, each of POP and PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Records and all Servicing Rights related to the following (collectivelyUnderlying Repurchase Assets, Ancillary Income and Advance Reimbursements related to the Underlying Repurchase Assets, the “Collateral”):
Facility Documents (a) all Receivables, whether now owned to the extent such Facility Documents and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of POP’s and PMC’s right thereunder relate to the Origination AgreementsUnderlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the Collection Account Agreementsrelated Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the Servicing Agreement and the Letter of Credit Request Agreementrelated Mortgaged Property, including, in respect of each agreement, (A) all rights of the Company including but not limited to receive monies due and to become due any payments or proceeds under any related primary insurance or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any hazard insurance, indemnityFHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), warranty or guaranty with respect any Income relating to such agreementany Underlying Repurchase Asset, (C) claims of any Interest Rate Protection Agreements to the Company for damages arising out of or for breach of or default under such agreementextent relating to any Underlying Repurchase Asset, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all any other contract rights, remediesaccounts (including any interest of POP or PMC in escrow accounts) and any other payments, powers, privileges rights to payment (including payments of interest or finance charges) and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available general intangibles to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of extent that the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds relates to any Underlying Repurchase Asset and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of relating to the Company, whether now owned and existing or hereafter acquired or arising, Underlying Repurchase Assets (including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC Underlying Repurchase Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as in effect a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates, on the date hereof in one hand, and Buyer or Buyer’s Affiliates, on the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoingother, and all proceeds substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to any of the foregoing. In addition to the rights and remedies herein set forth, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Collateral Agent shall have all “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. POP acknowledges and agrees that its rights and remedies with respect to the Collateral available Repurchase Assets (including without limitation its security interest in the Purchased Assets and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to a secured party Buyer pursuant to this Section 8) are and shall continue to be at law or in equity, including, without limitation, all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time that such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. In the event that any Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a secured party under security interest in the UCCServicing Rights and proceeds related thereto and in all instances, as if such rights and remedies were fully set forth hereinwhether now owned or hereafter acquired, now existing or hereafter created. This Agreement shall The foregoing provision is intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC and other applicable lawBankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Buyer as security for the performance by the Company Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the termsProgram Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), covenants any related Take-out Commitments, Property, all insurance policies and agreements on insurance proceeds relating to any Purchased Mortgage Loan or the part of the Company to be performed under this Agreement or any other Transaction Documentrelated Mortgaged Property, including the punctual payment when due of all Secured Obligationsbut not limited to any payments or proceeds under any related primary insurance, the Company hereby grants to the Collateral Agenthazard insurance, for the benefit of the Secured PartiesFHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (if any), a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination AgreementsIncome, the Collection Account Account, Interest Rate Protection Agreements, the Servicing Agreement accounts (including any interest of such Seller in escrow accounts) and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remediesaccounts, powerspayments, privileges rights to payment (including payments of interest or finance charges) general intangibles and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available other assets relating to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith Purchased Mortgage Loans (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on Purchased Mortgage Loans, the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all servicing of the foregoing. In addition to Purchased Mortgage Loans, and any proceeds (including the rights related securitization proceeds) and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies distributions with respect to any of the Collateral available to foregoing and any other property, rights, title or interests as are specified on a secured party at law Request for Certification and/or Trust Receipt and Certification, in all instances, whether now owned or in equityhereafter acquired, including, without limitationnow existing or hereafter created (collectively, the rights of a secured party under the UCC"Repurchase Assets"); provided, however, as if such rights and remedies were fully set forth herein. This Agreement to any Purchased Mortgage Loan the security interest shall constitute a security agreement for purposes automatically terminate upon payment in full to Buyer of the UCC Repurchase Price with respect thereto. Sellers agree to execute, deliver and/or file such documents and other applicable lawperform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.
Appears in 1 contract
Samples: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. As (i) On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all right, title and interest, including, with respect to the Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and with respect to the Servicing Retained Mortgage Loans, all of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance by the Company of all the terms, covenants and agreements on the part of the Company Obligations and hereby grants, assigns and pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer a first priority security interest in, all of the Companyin each Seller’s rightrights, title and interest in and the Purchased Assets, the Records related to the following Purchased Assets, all Servicing Rights related to the Purchased Assets (collectivelyto the extent of its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the “Collateral”):
related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, inin each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (aincluding any interest of either Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all Receivablesinstances, whether now owned and or hereafter acquired, now existing or hereafter acquired created. This paragraph is intended to constitute a security agreement or arising, together with all Receivable Assets other arrangement or other credit enhancement related to the Agreement and Collections with respect thereto;
(btransactions hereunder as defined under Section 101(47)(v) each and 741(7)(xi) of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing Bankruptcy Code. The assets set forth in this clause (Ai) through (E), inclusive, are the “Transferred AgreementsRepurchase Assets”);
(c) . Without limiting the Collection Accounts, including (A) all funds generality of the foregoing and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts event that Sellers are deemed to retain any residual Servicing Rights, and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts avoidance of doubt, each Seller grants, assigns and (D) pledges to Buyer a security interest in the related Servicing Rights and proceeds related thereto and in all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Companyinstances, whether now owned and or hereafter acquired, now existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) created. The foregoing provision is intended to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC Bankruptcy Code. The Sellers hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and other applicable lawappropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 9.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. As security for the To secure payment and performance by the Company of all the terms, covenants and agreements on the part in full of the Company to be performed obligations arising under this the Existing Loan Agreement or any and the other Transaction Document, including the punctual payment when due of all Secured ObligationsFinancing Agreements defined therein, the Company hereby grants Borrower previously granted to the Collateral Agent, for the benefit of the Secured PartiesLenders, a right of setoff against and a continuing security interest inin and to certain of the Borrower's property and interests in property, whenever acquired and wherever located (as set forth with more specificity in the Existing Loan Agreement). The Borrower acknowledges that such property and interests in property remain subject to a right of setoff against and a continuing security interest of the Agent, for the benefit of the Lenders (which rights and security interests were granted and continued pursuant to the Existing Loan Agreement and related Financing Agreements) and that all of such property and interests in property will constitute Collateral for the Company’s rightLiabilities. Accordingly, title the Borrower hereby reaffirms the prior grant of a right of setoff against and interest a continuing security interests in and to certain of the Borrower's property and interests in property, as more specifically described below, whenever acquired and wheresoever located, and to secure payment and performance in full of the Liabilities, the Borrower hereby grants to the Agent, for the benefit of the Lenders, a right of setoff against and a continuing security interest, collateral assignment and lien in and to the following (collectively, the “Collateral”):
(a) all Receivablesproperty and interests in property, whether now owned and existing or hereafter owned or acquired or arisingby the Borrower and wheresoever located: (a) Accounts, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsGeneral Intangibles, chattel paper, goods, equipment, inventory, instruments, investment propertynotes, letters of credit, warehouse receipts, shipping documents, documents and documents of title; (b) Inventory; (c) Equipment; (d) deposit accounts (general or special) with, and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in credits and other claims against, Agent or any Lender, or any other financial institution with which the Company has Borrower maintains deposits; (e) monies, and any interestand all other property and interests in property of the Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); and
(f) interests in leases of real or personal property, whether as lessor or lessee (including any option to purchase thereunder); (g) all insurance proceeds of or relating to any of the foregoing; (h) books and records relating to any of the foregoing and to the extent not included in the foregoingBorrower's business; and (i) all accessions and additions to, all substitutions for, and replacements, products and proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (American Builders & Contractors Supply Co Inc)
Security Interest. As (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than for tax and accounting purposes, the intent of which is addressed in Section 10.12(e), and other than the MSRs, which are pledged, and not sold, to the applicable Buyer), in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to the related Buyer as security for the performance by the Company such Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants pledges to the Collateral Agent, for the benefit of the Secured Parties, related Buyer a fully perfected first priority security interest in, in all of the Companysuch Seller’s right, title and interest in in, to and to under each of the following (collectively, the “Collateral”):
(a) all Receivablesitems of property, whether now owned and or hereafter acquired, now existing or hereafter acquired created and wherever located (in the case of all MSRs, subject and subordinated to Fannie Mae’s rights under the Acknowledgment Agreement and the Xxxxxx Xxx Requirements), is hereinafter referred to as the “Repurchase Assets”:
(i) each related Participation Certificate and all MSRs related thereto, whether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or arisingarise thereafter, together with all Receivable and whether or not such Assets and Collections with respect theretoor the related Mortgage Loans are listed on an Asset Schedule;
(bii) each all MSRs arising under or related to any Servicing Contract as reflected in the Schedule of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Mortgages or Request Agreement, including, in respect of each agreement, for Approval for Transfer;
(Aiii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the Company to receive monies due related Servicing Contract, Xxxxxx Xxx MBS, the Acknowledgment Agreement or the related Participation Agreements;
(iv) any rights in the Dedicated Account and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, the amounts on deposit therein;
(Bv) all rights under the Retained Excess Spread Participation Agreement (in the case of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, PMC Seller) and the Excess Spread Participation Agreement (C) claims in the case of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”PMH Seller);
(cvi) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held rights in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Pledged Margin Securities Account and to the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held amounts on deposit therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(evii) any rights in the Eligible Securities Account and to the amounts on deposit therein;
(viii) all records, instruments or other assets documentation evidencing any of the Companyforegoing;
(ix) all “general intangibles”, whether now owned and existing or hereafter acquired or arising“accounts”, including, without limitation, all accounts, “chattel paper”, goods“securities accounts”, equipment, inventory, instruments, “investment property”, “deposit accounts accounts” and general intangibles (“money” as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) Uniform Commercial Code relating to the extent not included in the foregoing, all proceeds of or constituting any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have foregoing (including all of the rights each Seller’s rights, title and remedies with respect to the Collateral available to a secured party at law or interest in equity, including, without limitation, the rights of a secured party and under the UCC, as if such rights Participation Agreements and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.Servicing Contracts); and
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As security for (1) On the performance by the Company of all the terms, covenants and agreements applicable Purchase Date on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants prior to the Collateral Agentdate hereof, for the benefit of the Secured PartiesSellers sold, a security interest inassigned, and conveyed all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any REO Subsidiary Interests and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and Purchased Assets identified on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equityTransaction Request and/or Trust Receipt, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. On each subsequent Purchase Date, Sellers hereby sell, assign and convey all right, title and interest in all Purchased Assets identified on a Transaction Request and/or Trust Receipt and the related Repurchase Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of the Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans and Contributed Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans or Contributed Assets), all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Purchased Mortgage Loans or Contributed Assets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loans or Contributed Assets, or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Assets protected thereby, accounts (including any interest of each Seller in escrow accounts) related to the Purchased Assets, all of each Seller’s right, title and interest in, to and under the Underlying Repurchase Transactions and all of each Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Purchased Mortgage Loans or Contributed Assets, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans or Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”).
(2) In order to further secure the Obligations hereunder, PMC hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers and Repledgees a fully perfected first priority security interest in all of PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Repurchase Assets (as such term is defined in the Underlying Repurchase Documents), any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Underlying Repurchase Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, any Property relating to the Underlying Repurchase Assets, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Underlying Repurchase Assets protected thereby, accounts (including any interest of PMC in escrow accounts) related to the Underlying Repurchase Assets, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”).
(3) In order to further secure the Obligations hereunder, REO Subsidiary hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers and Repledgees a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all related Servicing Rights, Property Management Rights, the Security Deposits, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Subsidiary Owned Assets, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Subsidiary Owned Assets protected thereby, accounts (including any interest of REO Subsidiary in escrow accounts) related to the Subsidiary Owned Assets, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”).
(4) Administrative Agent and PMC hereby agree that in order to further secure PMC’s Obligations hereunder, PMC hereby grants to Administrative Agent, for the benefit of Buyers, a security interest in (i) PMC’s rights under the CUSIP Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created, and (ii) all collateral however defined or described under the CUSIP Facility Documents. PMC shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the buyer under the CUSIP Facility Documents that upon receipt of a secured party notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Administrative Agent for the benefit of Buyers hereunder directly any amounts otherwise payable to PMC and to deliver to Administrative Agent for the benefit of Buyers all collateral otherwise deliverable to PMC. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire obligations under the UCC, as if such rights CUSIP Repurchase Agreement and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes the termination of all obligations of the UCC and buyer thereunder or other applicable lawtermination of the CUSIP Facility Documents following the repayment of all obligations thereunder that the buyer thereunder deliver to Administrative Agent for the benefit of Buyers hereunder any collateral then in its possession or control.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. (a) As security for the due and punctual payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Debtor hereby pledges and assigns to the Creditor, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Creditor a lien upon and a continuing security interest in, all personal property and fixtures of the Company’s rightDebtor, title whether now owned or hereafter acquired by the Debtor and interest in wherever located and to the following whether now existing or hereafter arising or created (collectively, all such property and assets are herein collectively called the “Collateral”):), including without limitation the following:
(ai) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect theretoAccounts of the Debtor;
(bii) each all Inventory of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)Debtor;
(ciii) all Equipment of the Collection AccountsDebtor;
(iv) all Contracts and Contract Rights of the Debtor;
(v) all Commercial Tort Claims of the Debtor, including without limitation those Commercial Tort Claims in which the Debtor has any interest as specified on Schedule I;
(Avi) all funds Documents of the Debtor;
(vii) all Instruments and Chattel Paper of the Debtor;
(viii) all General Intangibles of the Debtor, including all Intellectual Property of the Debtor, and all of its rights to tax or other refunds;
(ix) all Investment Property and other evidences Financial Assets of payment held therein the Debtor, including without limitation all lockbox accounts, deposit accounts and other accounts maintained by the Debtor with any financial institution and all certificates monies, securities and instruments, if any, other assets credited from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(ex) all other assets Leases of the CompanyDebtor;
(xi) all Fixtures of the Debtor;
(xii) all Deposit Accounts of the Debtor;
(xiii) all Letter of Credit Rights of the Debtor;
(xiv) all Securities Accounts and Securities Entitlements of the Debtor;
(xv) all Commodity Accounts and Commodity Contracts of the Debtor;
(xvi) all Supporting Obligations that may now or at any time hereafter support the payment or performance of any Account, whether now owned General Intangible, Chattel Paper, Document, Instrument or Investment Property of the Debtor;
(xvii) all books and existing or hereafter acquired or arisingrecords (including computer programs, includingtapes and related electronic data processing software) relating to the Debtor’s Accounts, without limitationInventory, all accountsEquipment, chattel paperContracts, goodsIntellectual Property, equipmentInvestment Property, inventory, instruments, investment property, deposit accounts Financial Assets and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestother assets; and
(fxviii) to the extent not included in the foregoingotherwise included, all proceeds cash and non-cash Proceeds and products of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Security Interest. As security for (a) To secure the full and punctual payment of the Debt and performance by the Company of all the terms, covenants and agreements on the part obligations of the Company to be performed Borrower now or hereafter existing under this Agreement or any and the other Transaction DocumentLoan Documents, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a first-priority perfected security interest inin the Lockbox Account and Cash Management Account, all of the Company’s rightinterest, title and interest in and to the following (collectivelycash, the “Collateral”):
(a) all Receivableschecks, whether now owned and existing or hereafter acquired or arisingdrafts, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing deposited or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts any and all certificates and instruments from time to time representing or evidencing such investmentsamounts invested in Permitted Investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles “proceeds” (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) state in which the Company has any interest; and
(fLockbox Account and Cash Management Account are located or maintained) to the extent not included in the foregoing, all proceeds of any and or all of the foregoing. In addition Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the rights Lockbox Account and remedies herein set forthCash Management Account against the claims and demands of all Persons whomsoever.
(b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, the Collateral Agent shall have all perfection and priority of the rights security interest granted herein in connection with the Lockbox Account and remedies with respect Cash Management Account. Borrower agrees that at any time and from time to time, at the Collateral available expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to a secured party at law perfect and protect any security interest granted or in equity, purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.
(c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party under with respect to the UCCLockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, as if such or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and remedies were fully set forth under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Mortgage.
(d) Notwithstanding anything to the contrary contained herein. This Agreement shall constitute a security agreement for , For purposes of this Article 10 only, “Business Day” shall mean a day on which Lender and Lockbox Bank are both open for the UCC conduct of substantially all of their respective banking business at the office in the city in which the Note is payable, with respect to Lender, and other applicable lawat the office in the city where the Lockbox Account is maintained, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays).
Appears in 1 contract
Samples: Loan Agreement (Sun Communities Inc)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Administrative Agent for the benefit of the Buyers as security for the performance by the Company such Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Buyers a fully perfected first priority security interest inin the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the Company’s rightforegoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and interest Certification, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables); provided, whether now owned and existing or hereafter acquired or arisinghowever, together with all Receivable Assets and Collections as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Repurchase Price with respect thereto;
(b) each . Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby for the benefit of the Origination AgreementsBuyers. Furthermore, the Collection Account AgreementsSellers hereby authorize the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Servicing Agreement and Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under filing costs for any financing statement or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection.
Appears in 1 contract
Samples: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company SELLER hereby grants to the Collateral Agent, for the benefit of the Secured Parties, PURCHASER a present security interest inin all presently owned or hereafter acquired (a) accounts, (b) accounts receivables, (c) contract rights, (d) equipment, (e) chattel paper, (f) general intangibles, (g) instruments, (h) inventory, and all proceeds of all of the Company’s rightforegoing. The security interest and assignment include SELLER's rights to any returned personal property. As such owners and in addition to PURCHASER'S rights under the Uniform Commercial Code, title and interest in and to PURCHASER shall have all the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity)an unpaid SELLER, including the rights of replevin, between the Company parties hereto, as returned personal property. This security interest is granted to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all secure the performance of the foregoing representations, warranties, covenants and agreements of SELLER contained in this Agreement with respect to all accounts set forth in this clause (the annexed Schedule "A) through (E), inclusive, " as the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, same may be supplemented from time to time representing or evidencing the Collection Accounts or as provided by Paragraph 1 hereof as well as all other obligations of SELLER under this Agreement. With respect to an account set forth in Schedule "A" as supplemented pursuant to Paragraph 1 hereof, upon a breach of any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts Paragraph 3 representations, warranties, agreements and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accountscovenants, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoingsuch accounts remain unpaid, all proceeds of PURCHASER may exercise, at its sole option, any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equitycollateral, including, without limitation, the rights of a secured party creditor under the UCCprovisions of Article 9 of the Uniform Commercial Code, including the right to realize upon said collateral as PURCHASER may determine. SELLER will indemnify, hold harmless and protect PURCHASER against liability, loss or expense caused by or arising out of the rejection of personal property or services by any Account Debtor named in Schedule "A" or alleged counterclaims, defenses or offsets of every kind. SELLER agrees to sign any such financing statement(s) in a form satisfactory to PURCHASER, which PURCHASER may at any time desire to file in order to protect PURCHASER's security interest. SELLER further agrees to pay to PURCHASER any and all costs, plus reasonable attorneys' fees in enforcing the terms of this Agreement in the event of a breach, as well as fees and costs incurred in connection with a bankruptcy proceeding including, but not limited to, any objections or disputes, or if such it is necessary for PURCHASER to retain the services of a lawyer to protect its rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawinterests.
Appears in 1 contract
Samples: Accounts Receivable Agreement (Digital Lightwave Inc)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all ReceivablesEach of the following items or types of property, whether now owned and or hereafter acquired, now existing or hereafter acquired created and wherever located, is hereinafter referred to as (the “Purchased Items”): all Mortgage Assets, all mortgage asset files, including without limitation all promissory notes, all servicing records relating to the Mortgage Assets, all servicing agreements relating to the Mortgage Assets and any other collateral pledged or arisingotherwise relating to such Mortgage Assets, together with all Receivable Assets files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and Collections with respect other books and records relating thereto;
, all mortgage guaranties and insurance (bissued by governmental agencies or otherwise) each of and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Origination AgreementsMortgage Assets, all servicer accounts established pursuant to any servicing agreement and all amounts on deposit therein, from time to time, the Collection Control Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or monies from time to time on deposit in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Control Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instrumentsInterest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the Uniform Commercial Code as in effect from time to time representing relating to or evidencing the Collection Accounts or constituting any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. In addition However, in order to preserve Buyer’s rights under this Agreement in the rights event that a court or other forum recharacterizes the Transactions hereunder as loans and remedies herein set forth, as security for the Collateral Agent shall have performance by Seller of all of Seller’s obligations to Buyer hereunder and the rights Transactions entered into hereunder (“Repurchase Obligations”) and remedies with respect the Seller-Related Obligations, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral available Purchased Items and the Purchased Assets to Buyer to secure the Repurchase Obligations and the Seller-Related Obligations, including without limitation the repayment of all amounts owing to Buyer hereunder. The assignment, pledge and grant of security interest contained herein shall be, and Seller hereby represents and warrants to Buyer that it is, a secured party at law first priority perfected security interest. Seller agrees to xxxx its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now or in equityhereafter existing under this Agreement, including, without limitation, the rights of a secured party under the UCCSeller’s obligation to repurchase Purchased Assets, as or if such rights obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and remedies were fully set forth herein. This Agreement to pay any and all other amounts owing to Buyer hereunder.
(c) Unless an Event of Default shall constitute a security agreement for purposes of have occurred and be continuing and the, the UCC Seller shall be permitted to make all servicing and other applicable lawdecisions with respect to the Purchased Assets; provided, however, that no action shall be taken which would impair the Purchased Items or which would be inconsistent with or result in any violation of any provision of this Agreement or any related documents.
Appears in 1 contract
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured ObligationsPurchased Mortgage Loans, the Company hereby grants Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), for the benefit of the Secured Partiesany related Take-out Commitments, a security interest inProperty, all of insurance policies and insurance proceeds relating to any Mortgage Loan or the Company’s rightrelated Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and interest in FHA Mortgage Insurance Contracts and to the following VA Loan Guaranty Agreements (collectivelyif any), the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination AgreementsIncome, the Collection Account AgreementsAccount, the Servicing Agreement Due Diligence Holdback Account, Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, accounts (including any interest of Seller in escrow accounts) and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remediesaccounts, powerspayments, privileges rights to payment (including payments of interest or finance charges) general intangibles and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available other assets relating to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith Purchased Mortgage Loans (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on Purchased Mortgage Loans, the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all servicing of the foregoing. In addition to Purchased Mortgage Loans, and any proceeds (including the rights related securitization proceeds) and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies distributions with respect to any of the Collateral available to foregoing and any other property, rights, title or interests as are specified on a secured party at law Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or in equityhereafter acquired, including, without limitationnow existing or hereafter created (collectively, the rights "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of a secured party under the UCCSeller, as if such rights and remedies were fully set forth hereinthe Buyer, at its option, may deem appropriate. This Agreement The Seller shall constitute a security agreement pay the filing costs for purposes of the UCC and other applicable lawany financing statement or statements prepared pursuant to this Section.
Appears in 1 contract
Samples: Master Repurchase Agreement (Oak Street Financial Services Inc)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Buyer as security for the performance by the Company each Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants pledges to the Collateral Agent, for the benefit of the Secured Parties, Buyer a security interest in, all of the Company’s in its right, title and interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the following Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any Take-out Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Settlement Account, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables). Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, whether now owned and existing at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection 8.
Appears in 1 contract
Samples: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. As security for To secure the prompt payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Guaranteed Obligations, the Company Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Collateral Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in, all of the Company’s right, title and interest in and to lien upon all property and assets of theSeller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”):
): (ai) all Unsold Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (Aii) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Related Security with respect to such agreementUnsold Receivables, (Ciii) claims of the Company for damages arising out of or for breach of or default under all Collections with respect to such agreementUnsold Receivables, (Div) the right of the Company to amend, waive or terminate such agreement, to perform thereunder Lock-Boxes and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Collection Accounts and all consentsamounts on deposit therein, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the such Lock-Boxes and Collection Accounts or any funds and other evidences of payment held amounts on deposit therein, (Bv) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, rights (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf but none of the Company in substitution for the then-existing Collection Accounts and (Dobligations) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, Seller under the Purchase and Sale Agreement; (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(evi) all other personal and fixture property or assets of the Company, whether now owned Seller of every kind and existing or hereafter acquired or arising, nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paperpaper (whether tangible or electronic), goodsdeposit accounts, equipmentsecurities accounts, inventorysecurities entitlements, instrumentsletter-of-credit rights, commercial tort claims, securities and all other investment property, deposit accounts supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC as in effect on UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the date hereof in the State of New York) in which the Company has any interest; andforegoing.
(fa) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the extent not included in Administrative Agent (for the foregoingbenefit of the Secured Parties), all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under any applicable UCC. The Seller hereby authorizes the UCC, Administrative Agent to file financing statements describing the collateral covered thereby as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes “all of the UCC debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other applicable lawthan those expressly stated to survive such termination) of the administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shallreasonably request to evidence such termination.
(c) For the avoidance of doubt, the grant of security interest pursuant to this Section 14.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.
Appears in 1 contract
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to Lender, the Collateral Agent, for the benefit of the Secured Partiessecured party hereunder, a continuing security interest in, all of the Company’s right, title and interest in and to the following (collectively, the any and all “Collateral”):
(a) ” as described below to secure payment and performance of all Receivablesdebts, whether liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each whether or not such obligations are related to the Loan described in this Agreement, by class, or kind, or whether or not contemplated by the Parties at the time of the Origination Agreementsgranting of this security interest, the Collection Account Agreementsregardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, includes obligations to perform thereunder acts and refrain from taking action as well as obligations to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) for charges made by customers of Borrower via any payment card devices (i.e. credit card, debit card, charge card, etc.); and (ii) all other tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (d) instruments, including promissory notes (e) chattel paper, goodsincluding tangible chattel paper and electronic chattel paper, equipment(f) documents, inventory(g) letter of credit rights, instruments(h) accounts, investment propertyincluding health-care insurance receivables and credit card receivables, (i) deposit accounts accounts, (j) commercial tort claims, (k) general intangibles, including payment intangibles and general intangibles software and (l) as-extracted collateral as those such terms are may from time to time be defined in the UCC as Uniform Commercial Code. The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in effect on the date hereof in the State of New York) household goods in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at Lender is forbidden by law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute from taking a security agreement for purposes of the UCC and other applicable lawinterest.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Applied Minerals, Inc.)
Security Interest. As Subject only to the Capmark Security Interests and the Omega Security Interests (the priorities with respect to each of which shall be as set forth in the Intercreditor Agreement applicable thereto), as security for the prompt and complete payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the CompanyLiabilities when due or declared due, the Borrower hereby grants, pledges, conveys and transfers to the Lender a continuing security interest in and to all of the Borrower’s right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the “Collateral”):
): (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Borrower’s Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsHealth-Care-Insurance Receivables (as defined in the Code), but excluding Government Accounts solely to the extent Borrower is restricted from granting a security interest in such Government Accounts pursuant to applicable Laws, contract rights, General Intangibles, tax refunds, chattel paper, goods, equipment, inventory, instruments, investment propertynotes, deposit accounts letters of credit, bills of lading, warehouse receipts, shipping documents, documents and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State documents of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoingtitle, all proceeds of any and all of the foregoing. In addition to Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the rights Code); (b) all of Borrower’s Deposit Accounts and remedies herein set forthother deposit accounts (general or special) with, and credits and other claims against, the Collateral Agent shall have Lender, or any other financial institution with which the Borrower maintains deposits; (c) all of the rights Borrower’s monies, and remedies with respect to any and all other property and interests in property of the Collateral available to a secured party at law or in equityBorrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Lender or any agent or affiliate of the Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Lender’s rights of a secured party under setoff (which the UCCBorrower acknowledges), as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes the balance of any account or any amount that may be owing from time to time by the Lender to the Borrower; (d) all insurance proceeds of or relating to any of the UCC foregoing property and other applicable lawinterests in property, and all insurance proceeds relating to any key man life insurance policy covering the life of any officer or employee of Borrower; (e) all proceeds and profits derived from the operation of the Borrower’s business (including, without limitation, the proceeds of Government Accounts); (f) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower’s business; and (g) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any of the foregoing.
Appears in 1 contract
Security Interest. As collateral security for the performance by the Company Seller of all the terms, covenants and agreements on the part of the Company Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all Secured Obligationsobligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Company Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Collateral Agent, Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, a security interest in, all of the CompanySeller’s right, title and interest in and to (i) the following (collectivelyOriginator Purchase Agreement, the “Collateral”):
EDS Contribution Agreement and the Undertaking (aOriginator), including, without limitation, (A) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (B) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (C) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (D) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, the EDS Contribution Agreement or the Undertaking (Originator), and (E) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (ii) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections the Related Security with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement thereto and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due Collections and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingassets, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts instruments and general intangibles (as those terms are defined in the UCC as UCC), including undivided interests in effect on any of the date hereof in foregoing, owned by the State of New YorkSeller and not otherwise purchased under this Agreement, (iii) in which the Company has any interest; and
Lock-Box Accounts (fbut not cash collections or other cash proceeds received with respect to Third Party Payments or other Receivables not constituting Pool Receivables) and (iv) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to Each of the rights and remedies herein set forthAgent, the Collateral Investors and the Banks hereby disclaims any interest or right in, and hereby releases from any Adverse Claim it may have, any or all of the items, collections and funds received in, deposited in or credited to any Lock-Box Account that are not related to any of the Pool Receivables, which property shall be and remain the exclusive property of EDS, EIS or any Person to which EDS or EIS has assigned the right to receive such items, collections and funds, and none of the Agent, the Investors, the Banks and any Person claiming by, through or under any of the Agent, the Investors and the Banks shall have any equitable or beneficial ownership or other interest therein. Each of the Agent, the Investors and the Banks agrees that (x) if the Collection Agent is EIS or any Affiliate of EIS, the Collection Agent shall, within one Business Day after the collection of good funds as to any item or collection deposited in or credited to any Lock-Box Account that is not related to any Pool Receivable, and (y) if the Agent shall have all given a Lock-Box Notice or similar notice of effectiveness (as defined in the pertinent Lock-Box Agreement) to any Lock-Box Bank, the Agent as to each Lock-Box Account as to which a Lock-Box Notice or similar notice has been given, shall within one Business Day after the later of (1) the collection of good funds as to any items or collections deposited in or credited to any Lock-Box Account that are not related to any Pool Receivable and (2) the identification to the Agent’s satisfaction that such items or collections are not related to any Pool Receivable (EDS and EIS agreeing to provide the Agent with sufficient information to make such identification), deliver and transfer such funds deposited in or credited to the Lock-Box Accounts that are not related to any Pool Receivable to EIS or to such other Person having an interest in such funds as EIS may direct. The Agent agrees to instruct any Collection Agent that is not EIS or another Affiliate of EDS to make such deliveries and payments in accordance with clause (y) of the preceding sentence. EDS and EIS agree that they shall have no legal or equitable rights or interests in any item received or deposited in any Lock-Box Account in respect of payment of any Pool Receivable or any Collections deposited in or credited to any Lock-Box Account and remedies with respect that, if they receive any such items or are paid any such Collections, upon becoming aware of such improper delivery or payment, they will promptly (and in any event within two Business Days) remit such items or Collections to the Collateral available to a secured party at law or in equityCollection Agent or, including, without limitationif no Collection then exists, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawAgent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Electronic Data Systems Corp /De/)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to treat the Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Company Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the termsRepurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), covenants any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and agreements insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Seller or its Affiliates on the part one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the Company to be performed under this Agreement foregoing, in all instances, whether now owned or any other Transaction Documenthereafter acquired, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, whether now owned and existing at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection 8.
Appears in 1 contract
Security Interest. As security for Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by the Company Seller of all the termsits obligations, covenants liabilities and agreements on the part of the Company to be performed indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement or any and the other Transaction DocumentDocuments, including the punctual payment when due of all Secured ObligationsSeller hereby pledges, the Company hereby assigns, transfers and grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer a security interest in, in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Company’s rightMortgage Assets in which Seller later acquires ownership, title and interest in and other rights or the power to transfer rights. “Mortgage Assets” means (i) the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty Purchased Mortgage Loans with respect to such agreement, all Transactions hereunder (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies Servicing Rights with respect to the Collateral available to a secured party at law or in equitythereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans, (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of a secured party the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (ix) all proceeds of the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as if such rights and remedies were fully set forth hereinwhen required by Buyer in its sole discretion. This Agreement shall constitute The Parties intend that this Section 6(a) is “a security agreement for purposes or arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the UCC Bankruptcy Code, related to the repurchase agreement and other applicable lawsecurities contract established and evidenced by this Agreement and the Transactions hereunder.
Appears in 1 contract
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Company Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the termsPurchased Mortgage Loans, covenants the Repurchase Documents (to the extent such Repurchase Documents and agreements on the part of Seller's right thereunder relate to the Company Purchased Mortgage Loans), any Property relating to be performed under this Agreement any Purchased Mortgage Loan or the related Mortgaged Property, any other Transaction DocumentTakeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including the punctual payment when due of all Secured Obligationsbut not limited to any payments or proceeds under any related primary insurance, the Company hereby grants hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreementsany Purchased Mortgage Loan, the Collection Account AgreementsAccount, the Servicing Agreement any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and the Letter of Credit Request Agreementany other instruments, includinginvestment property, in respect of each agreementcontract rights, accounts (A) all rights including any interest of the Company to receive monies due Seller in escrow accounts) and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remediesaccounts, powerspayments, privileges rights to payment (including payments of interest or finance charges) and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available general intangibles to the Company at law or in equity), including extent that the rights of the Company forgoing relates to enforce such agreement any Purchased Mortgage Loan and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of relating to the Company, whether now owned and existing or hereafter acquired or arising, Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all accountscollateral under any other secured debt facility between Seller or Affiliates of Seller (other than E-Loan Auto Fund One, chattel paperLLC) on the one hand and the Buyer or the Buyer's Affiliates on the other, goods, equipment, inventory, instruments, investment and any proceeds (including the related securitization proceeds) and distributions and any other property, deposit accounts rights, title or interests as are specified on a Trust Receipt and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State Mortgage Loan Schedule and Exception Report with respect to any of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, in all proceeds of any and all of instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the foregoing"Repurchase Assets"). In addition The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the rights and remedies herein set forthRepurchase Assets as the Buyer, at its option, may deem appropriate. The Seller shall pay the Collateral Agent shall have all of the rights and remedies with respect filing costs for any financing statement or statements prepared pursuant to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawthis Section 8.
Appears in 1 contract
Security Interest. As On each Purchase Date, Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by the Company Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in:
(i) the Purchased Mortgage Loans;
(ii) the Records related to the Purchased Mortgage Loans;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans);
(iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Mortgage Loans;
(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan;
(vii) any Servicing Rights relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Mortgage Loan;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan;
(xiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, and rights to payment (including payments of interest or finance charges) to the extent that the foregoing relates to any Purchased Mortgage Loan;
(xv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans;
(xvi) chattel paper (including electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in each case to the extent that the foregoing specifically relates to the Purchased Mortgage Loans; and
(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Company’s rightforegoing, title and interest in and all instances to the following extent that the foregoing specifically relates to the Purchased Mortgage Loans and whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred AgreementsRepurchase Assets”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
Security Interest. As (a) Xxxxx and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Xxxxx’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance by of the Company other Seller of all Obligations hereunder and under the termsTransaction Documents, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company each Seller hereby grants to the Collateral Buyer and Repo Agent, for the benefit of the Secured PartiesBuyer and Repo Agent, a security interest in, in all of the Companysuch Seller’s right, title and interest in, to and under, in and to the following (collectively, the “Collateral”):
(a) all Receivableseach case, whether now owned and existing or existing, or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
: (bi) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause Purchased Loans, inclusive of any related Advances (A) through (Eincluding, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), inclusive, the “Transferred Agreements”);
(cii) the Collection AccountsPurchased Loan Documents and all Records, including (Aiii) all funds related Servicing Rights and other evidences of payment held therein Servicing Records, (iv) each Collection Account and all certificates amounts and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time receivedon deposit therein, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
including Hedge Margin Payments, (dv) the Company Concentration Remittance Account and the Payments Reserve Accounts, if any, including (A) all funds amounts and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time receivedon deposit therein, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(evi) the Hedge Margin Payment Account and all amounts and property from time to time on deposit therein, (vii) all other assets Income from the Purchased Loans, inclusive of any related Advances, (viii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ix) all mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (x) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the Companyforegoing items set forth in clauses (i) through (ix) above, (xi) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of the foregoing items set forth in clauses (i) through (x) above, (xii) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xiii) any other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned and or hereafter acquired, now existing or hereafter acquired or arisingcreated, and wherever located (collectively, the items set forth in clauses (i) through (xiii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined any security interest it may have in the UCC as in effect on the date hereof in the State of New YorkPurchased Loans and any other collateral granted to such Seller pursuant to any other agreement) in which the Company has any interest; and
(f) are and shall continue to the extent not included in the foregoing, be at all proceeds of any times junior and all of the foregoing. In addition subordinate to the rights of Buyer and remedies herein set forthRepo Agent hereunder and under the other Transaction Documents.
(b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), the Collateral Buyer and Repo Agent shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets, or proceeds therefrom to the Obligations of each Seller under this Agreement and the other Transaction Documents. In furtherance of the foregoing, (i) Repo Agent, at the applicable Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Collateral available Repurchase Assets and as a UCC filing with respect to a secured party at law the security interests granted in Section 6(c) one or more UCC financing statements in equityform satisfactory to Repo Agent (to be filed in the filing office indicated therein), includingin such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, without limitationin each case, continuation statements and any amendments thereto (collectively, the rights “Filings”), and shall forward copies of a secured party under such Filings to each Seller upon completion thereof, and (ii) each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be reasonably requested by Xxxxx to maintain and continue the UCC, as if such perfection and priority of the outright transfer of the Purchased Loans and the security interest granted hereunder in the Repurchase Assets and the rights and remedies were fully of Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement). Each Seller hereby authorizes Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral as “all assets of such Seller, whether now owned or hereafter acquired or arising, wherever located, together with all accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent may determine) without such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate.
(c) For the avoidance of doubt, neither Seller retains economic rights to the servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest in any Servicing Rights of such Seller and all proceeds related thereto and in all instances, whether now owned or existing or hereafter acquired or arising.
(d) The pledges set forth herein. This in clauses (a) and (c) are intended to constitute security agreements or other arrangements or other credit enhancements related to this Agreement shall constitute a security agreement for purposes and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. As security for (A) To secure the Borrower’s full and punctual payment and performance of all present and future Indebtedness to the Lender or any successor or transferee thereof, including without limitation all promissory notes heretofore or hereafter executed by the Company of all Borrower pursuant to the termsLoan Agreement, covenants in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney’s fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements on the part of the Company relating to be performed under this Agreement interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other Transaction Document, including the punctual payment when due of all Secured Obligationssimilar transaction), the Company Pledgor hereby pledges, pawns, transfers and grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a continuing security interest in, all of the Company’s right, title and interest in and to all of the following property of the Pledgor, whether now owned or existing or hereafter acquired or arising (collectively, collectively the “Collateral”):
1. 1 000 shares of the common stock, no par value, of Four Star Development Corporation, a Louisiana corporation (a“Four Star”) all Receivablesrepresented by Certificate No. dated __________, whether now owned and existing or hereafter acquired or arising20, registered in the Pledgor’s name, together with all Receivable Assets and Collections with respect thereto;
(b) each any additional shares of the Origination AgreementsFour Star issued hereafter as stock dividends, the Collection Account Agreementsstock splits or otherwise, the Servicing Agreement and the Letter or shares received as a result of Credit Request Agreementany merger or consolidation of Four Star, including, in respect of each agreement, (A) all rights of any nature whatsoever which may be issued or granted by Four Star to the Company to receive monies due Pledgor, all right, title and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights interest of the Company to receive proceeds Pledgor as a shareholder of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) Four Star including without limitation the right of the Company to amendvote, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing all such investmentsshares and rights, (C) all notescash, certificates of deposit liquidation and other instruments from time dividends now or hereafter declared thereon, all stock redemption payments and all other monies due or to time hereafter delivered or transferred tobecome due thereunder, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments stock warrants and other property from time rights to time receivedsubscribe to securities now or hereafter incident thereto or declared or granted in connection therewith, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates distributions (cash or property) made or to be made in connection therewith or incident thereto, and instruments, if any, from time to time representing or evidencing such accounts together with all proceeds of all or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawwhatever form.
Appears in 1 contract
Security Interest. As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Borrower Obligations, the Company Borrower hereby grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s Borrower's right, title and interest in and to the following (collectively, the “"Collateral”"):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets Related Security and Collections with respect thereto;
(b) each of [Reserved];
(c) the Origination AgreementsOriginator Purchase Agreement, the Collection Account AgreementsTransfer Agreement, the Servicing Agreement Agreement, the Performance Guaranty, the Credit Default Swaps and the Letter of Credit Request AgreementControl Agreements (collectively, the "Collateral Agreements"), including, in respect of each agreementwithout limitation, (Ai) all rights of the Company Borrower to receive monies moneys due and or to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwisethe Collateral Agreements, (Bii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Collateral Agreements, (iii) all rights of the Company Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreementthe Collateral Agreements, (Civ) all claims of the Company Borrower for damages arising out of or for breach of or default under such agreementthe Collateral Agreements, and (Dv) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) enforce all other rights, remedies, powers, privileges and claims of rights under the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Collateral Agreements”);
(cd) the Collection Accounts, including the Concentration Account, any Credit Default Collateral Accounts (Aas defined in the Transfer Agreement), the Credit Default Premium Reserve Account and the Collateral Account, including, without limitation, (i) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts any of such accounts or any funds and other evidences of payment held therein, (Bii) all investments of investment property and other financial assets held in, or acquired with funds from, such funds held in the Collection Accounts accounts and all certificates and instruments from time to time representing or evidencing such investmentsinvestment property and financial assets, (Ciii) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any of the then-then existing Collection Accounts accounts and (Div) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if anyfinancial assets, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of such accounts;
(e) all other assets of the CompanyBorrower, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company Borrower has any interest; and
(f) to the extent not included in the foregoing, all proceeds Proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Receivables Loan Agreement (TRW Automotive Holdings Corp)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer and its Affiliates as security for the performance by the Company relevant obligor of all the termsObligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer and its Affiliates a security interest in, all of the Company’s in its right, title and interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the following Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Take-out Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the TPO Disbursement Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
). In addition, the Seller hereby grants a security interest to the Buyer and its Affiliates in all of its right, title and interest under this Repurchase Agreement (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each including its contractual rights to the redelivery of the Origination Agreements, Repurchase Assets) as security for the Collection Account Agreements, performance by the Servicing Agreement and the Letter relevant obligor of Credit Request Agreement, including, all Obligations. The security interests granted in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreementthis Section 8(a), to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all the extent they secure the obligations of a party other rightsthan the pledgor, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or shall be binding notwithstanding any defenses otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement a surety. The Buyer and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent its Affiliates shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCCUniform Commercial Code with respect to such security interest, including the right to foreclose and collect on such security interest upon any default under any Obligations, in order to satisfy any Obligations. The Seller hereby authorizes the Buyer and its Affiliates to file such financing statement or statements relating to the Repurchase Assets as if such rights the Buyer and its Affiliates, at their option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon an Event of Default, the Buyer and its Affiliates shall be entitled to all remedies were fully set forth herein. This Agreement available to a secured creditor under the Uniform Commercial Code and shall constitute a security agreement for purposes of have the UCC and other applicable lawright to apply the Repurchase Assets or any proceeds therefrom to all Obligations.”
Appears in 1 contract
Samples: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. As security for the In order to secure Loan Parties’ payment and performance by the Company in full of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including LC Obligations and the punctual payment when due of all Secured PCard Obligations, the Company each Loan Party hereby assigns and grants to the Collateral AgentRegions, for the benefit of the Secured Partiesitself and its affiliates, a security interest inin and lien upon (i) the Cash Collateral Account, (ii) all deposits or other remittances at any time made to and balances in the Cash Collateral Account at any time, together with all cash, deposits, credits, money orders, checks, drafts, wire transfer funds and sums from time to time credited to or deposited or held in the Cash Collateral Account, (iii) any and all investments made at any time of any balances in the Cash Collateral Account, whether made in other deposit accounts, time deposits or otherwise, and (iv) any and all proceeds of any of the Company’s rightforegoing, title in each case whether now or hereafter existing or arising, including any distributions from the foregoing and all interest earned in and to connection with the following Cash Collateral Account (collectively, the “Cash Collateral”):
(a) all Receivables). Without any demand upon or notice of any kind to any Loan Party or any other person, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each Regions shall be entitled to debit the Cash Collateral Account in the amount of the Origination Agreements, LC Obligations and apply such Cash Collateral to the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights payment of the Company LC Obligations and shall be entitled to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights debit the Cash Collateral Account in the amount of the Company PCard Obligations and apply such Cash Collateral to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims the payment of the Company for damages arising out PCard Obligations. Upon and after the occurrence of or for breach of or either any default under such agreement, any Bank Product Agreement or LC Document (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsany failure of any Loan Party to reimburse Regions for any draw on a Letter of Credit), chattel paperthen Regions shall be entitled, goodswithout any demand upon or notice of any kind to any Loan Party, equipment, inventory, instruments, investment property, deposit accounts to debit the Cash Collateral Account and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) apply such Cash Collateral to the extent not included payment of the LC Obligations and the PCard Obligations in the foregoing, all proceeds of such order as Regions may determine in its discretion. Regions may collect or redeem any and all of the foregoing. In addition time deposits issued by Regions for application to the LC Obligations and PCard Obligations, with any withdrawal penalties on any such time deposits being considered a collection expense to be added to the LC Obligations or PCard Obligations, as applicable. All security interests, liens, rights and remedies herein set forthforth in this letter agreement are additional and cumulative to the security interest, the Collateral Agent shall have all of the liens, rights and remedies with respect to the Collateral available to a secured party at Regions pursuant to applicable law or in equity, including, without limitation, any Bank Product Agreement (all of which are hereby reaffirmed and ratified by the rights of a secured party under Loan Parties). Nothing contained in this letter agreement limits the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes reimbursement obligations of the UCC Loan Parties for LC Obligations contained in the other LC Documents or the obligations of the Loan Parties in respect of any Bank Products contained in the Bank Product Agreements or the repayment obligations of Loan Parties in connection therewith. The Loan Parties represent and warrant to Regions that the Cash Collateral is not subject to any lien or security interest other applicable lawthan in favor of Regions and covenant that the Cash Collateral shall not at any time be subject to any lien or security interest other than in favor of Regions.
Appears in 1 contract
Samples: Agreement Regarding Cash Collateral and Letters of Credit (Forbes Energy Services Ltd.)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all ReceivablesEach of the following items or types of property, whether now owned and or hereafter acquired, now existing or hereafter acquired created and wherever located, is hereinafter referred to as the "Purchased Items": all Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans, all Servicing Agreements relating to the Mortgage Loans and any other collateral pledged or arisingotherwise relating to such Mortgage Loans, together with all Receivable files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and Collections with respect thereto;
(b) each of the Origination Agreementsright to enforce such payments, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, monies from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held on deposit in the Collection Accounts Account, the DDA Account and all certificates and instruments monies from time to time representing or evidencing such investmentson deposit in the DDA Account, (C) the Check Disbursement Account and all notes, certificates of deposit and other instruments monies from time to time hereafter delivered or transferred toon deposit in the Check Disbursement Account, or otherwise possessed byall "general intangibles", "accounts", "chattel paper", "deposit accounts" and "investment property" as defined in the Collateral Agent for and on behalf of the Company Uniform Commercial Code as in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property effect from time to time received, receivable relating to or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein constituting any and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Master Repurchase Agreement (American Home Mortgage Holdings Inc)
Security Interest. As (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Sellers hereby pledge to the Buyer as security for the performance by the Company Sellers of all the termstheir Obligations and hereby grant, covenants assign and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants pledge to the Collateral Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in, all of in and to the CompanySeller’s right, title and interest in the Purchased Assets, the Records, and all servicing rights related to the following Purchased Assets, the Repurchase Documents (to the extent such Repurchase Documents and the Sellers’ right thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loans, all Settlement Accounts and all amounts therein, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documents as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Asset Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivablesprovided, whether now owned and existing that no Default, Event of Default or hereafter acquired or arisingMargin Deficit exists, together with all Receivable the Buyer shall release its security interest in the Purchased Assets and Collections upon payment in full to the Buyer of the Repurchase Price with respect thereto;
(b) each . Nothing contained in this Repurchase Agreement shall obligate the Buyer to segregate any Purchased Assets delivered to the Buyer by the related Seller. In the event that any Purchased Mortgage Loan becomes an REO Property, such Seller shall promptly repurchase such Purchased Mortgage Loan, and simultaneously convey a Buyer Deed, to Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Repurchase Agreement. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Origination AgreementsRepurchase Price for all Purchased Assets and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, Buyer shall release its security interest in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawremaining Repurchase Assets.
Appears in 1 contract
Samples: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Company Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Buyer a security interest in, in all of the CompanySeller’s right, title and interest in in, to and under the Purchased Mortgage Loans, the Records, the Repurchase Documents (to the following extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Cash Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, whether now owned and existing at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection 8.
Appears in 1 contract
Security Interest. As collateral security for the prompt payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment in full when due of all Secured Obligationsthe Benefited Obligations (whether at stated maturity, by acceleration or otherwise), the Company Debtor hereby grants pledges and assigns (as collateral) to the Collateral Agent, for and grants the benefit of the Secured Parties, Collateral Agent a continuing lien on and security interest in, all of the Company’s Debtor's right, title and interest in and to the following following, whether now owned or hereafter arising or acquired and wherever located (collectively, the “"Collateral”"):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect theretoAccounts;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)Chattel Paper;
(c) all General Intangibles;
(d) all Equipment;
(e) all Inventory;
(f) all Advances to Dealers, Dealer Agreements (and any amounts advanced to or liens granted by Dealers thereunder), and the Collection Installment Contracts securing the repayment of such Advances to Dealers (and other indebtedness of Dealers to Debtor) and related financial property (the security interest granted hereby in such Dealer Agreements, Advances to Dealers and Installment Contracts, and the Accounts, including Chattel Paper, General Intangibles and proceeds therefrom relating to such Dealer Agreements, Advances to Dealers and Installment Contracts being subject to the rights of Dealers under Dealer Agreements);
(Ag) all funds computer records ("Computer Records") and software ("Software"), whether relating to the foregoing Collateral or otherwise, but in the case of such Software, subject to the rights of any non-affiliated licensee of software; (h) all shares of stock, and other evidences equity, partnership or membership interests constituting securities, of payment held therein and all certificates and instruments, if any, the Significant Domestic Subsidiaries of Debtor from time to time representing owned or evidencing acquired by the Collection Accounts or Debtor in any funds manner (including, without 7 limitation, the Pledged Shares), and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts certificates and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments instruments, rights and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributable in respect of or in exchange for any or all of such accounts;
shares; and (ei) all other assets the Proceeds, in cash or otherwise, of any of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined property described in the UCC as in effect on the date hereof in the State of New Yorkforegoing clauses (a) in which the Company has any interest; and
through (fh) to the extent not included in the foregoing, all proceeds of any and all liens, security, rights. remedies and claims of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies Debtor with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.thereto;
Appears in 1 contract
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by the Company of all the terms, covenants and agreements on the part Seller of the Company Obligations and hereby grants, assigns and pledges to be performed Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights owned by Seller, if any, related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under this Agreement any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and any contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any other Transaction Documentinterest in the Purchased Mortgage Loans, and any proceeds (including the punctual payment when due of all Secured Obligationsrelated securitization proceeds) and distributions and any other property, the Company hereby grants rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to the Collateral Agent, for the benefit any of the Secured Partiesforegoing, a security interest inin all instances, all of the Company’s rightwhether now owned or hereafter acquired, title and interest in and to the following now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables, whether now owned and existing ). Seller hereby authorizes Buyer to file such financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available statements relating to the Company Repurchase Assets as Buyer, at law or its option, may deem appropriate, which shall be in equity), including the rights of the Company form and substance reasonably acceptable to enforce such agreement and to Seller; provided that Seller shall give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instrumentscomments, if any, from time to time representing or evidencing on the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments draft of such funds held in statement within three (3) Business Days of receiving such draft. Seller shall pay the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution filing costs for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time financing statement or statements prepared pursuant to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawthis Section 8.
Appears in 1 contract
Samples: Master Repurchase Agreement
Security Interest. As security for (a) To secure the full and punctual payment of the Debt and performance by the Company of all the terms, covenants and agreements on the part obligations of the Company to be performed Borrower now or hereafter existing under this Agreement or any and the other Transaction DocumentLoan Documents, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a first-priority perfected security interest inin the Lockbox Account and Cash Management Account, all of the Company’s rightinterest, title and interest in and to the following (collectivelycash, the “Collateral”):
(a) all Receivableschecks, whether now owned and existing or hereafter acquired or arisingdrafts, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing deposited or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts any and all certificates and instruments from time to time representing or evidencing such investmentsamounts invested in Permitted Investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles “proceeds” (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) state in which the Company has any interest; and
(fLockbox Account and Cash Management Account are located or maintained) to the extent not included in the foregoing, all proceeds of any and or all of the foregoing. In addition Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.03(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the rights Lockbox Account and remedies herein set forthCash Management Account against the claims and demands of all Persons whomsoever.
(b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, the Collateral Agent shall have all perfection and priority of the rights security interest granted herein in connection with the Lockbox Account and remedies with respect Cash Management Account. Borrower agrees that at any time and from time to time, at the Collateral available expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to a secured party at law perfect and protect any security interest granted or in equity, purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.
(c) Notwithstanding anything in this Article 10 to the contrary, during the continuation of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuation of any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party under with respect to the UCCLockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, as if such or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and remedies were fully set forth herein. This under this Agreement shall constitute a security agreement for purposes or under any of the UCC other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and other applicable lawcomplete a foreclosure under the Mortgage.
Appears in 1 contract
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Company Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the termsPurchased Mortgage Loans, covenants the Repurchase Documents (to the extent such Repurchase Documents and agreements the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility evidencing Recourse Indebtedness (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the part one hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the Company to be performed under this Agreement foregoing, in all instances, whether now owned or any other Transaction Documenthereafter acquired, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and to the following now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, whether now owned at its option and existing in good faith, may deem appropriate. The Seller shall pay the filing costs for any financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection 8.
Appears in 1 contract
Samples: Master Repurchase Agreement (Taberna Realty Finance Trust)
Security Interest. As security for (a) To secure the payment, observance and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants confirms the mortgages, pledges and assignment pursuant to the Existing Credit Agreement and the related Security Agreement dated as of March 15, 1996, as amended, between the Borrower and NationsBank, N.A., as the agent for the Lenders under the Existing Credit Agreement and re-mortgages, re-pledges, and re-assigns all of the Collateral to the Agent, for the benefit of itself as Agent and the Lenders, and confirms the grant to the Agent, for the benefit of itself as Agent and the Lenders pursuant to the Existing Credit Agreement and said related Security Agreement and re-grants to the Agent, for the benefit of itself as Agent and the Lenders, a continuing security interest in, and a continuing Lien upon, all of the Collateral.
(b) As additional security for all of the Secured PartiesObligations, the Borrower grants to the Agent, for the benefit of itself as Agent and the Lenders, a security interest in, and assigns to the Agent, for the benefit of itself as Agent and the Lenders, all of the Company’s Borrower's right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to the following (collectivelyBorrower, or credited by or due from any participant of any Lender to the “Collateral”):
(a) all ReceivablesBorrower, whether now owned with the same rights therein as if the deposits or other sums were credited by or due from such Lender. The Borrower hereby authorizes each Lender and existing each Affiliate of such Lender and each participant to pay or hereafter acquired or arisingdeliver to the Agent, together with all Receivable Assets and Collections with respect thereto;
(b) each for the account of the Origination AgreementsLenders, without any necessity on the Collection Account AgreementsAgent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds continuation of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims Event of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under Default or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity)event that the Agent, including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company Lenders, should make demand for payment hereunder and without further notice to the Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. The Agent will promptly notify the Borrower of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the above grant of a security interest in substitution for and assignment of the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments aforesaid deposits and other property from time to time receivedsums, receivable and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or otherwise distributed in respect of or in exchange participant for the then-existing Collection Accounts; and
(d) the Company Concentration Account effectuation thereof, and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein Borrower hereby irrevocably appoints the Agent as its attorney to collect any and all certificates and instruments, if any, from time to time representing such deposits or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) sums to the extent any such payment is not included in the foregoing, all proceeds of any and all of the foregoing. In addition made to the rights and remedies herein set forthAgent or any Lender by such Lender, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law Affiliate or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawparticipant.
Appears in 1 contract
Security Interest. As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants interest to the Collateral AgentSecurity Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a security interest inlessee under any Lease of the Asset, in all of the Companysuch Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter created [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. or acquired (collectively, the “Mortgage Collateral”):) attaching on the date of this Agreement:
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect theretothe Asset;
(b) each of the Origination Agreementsall Parts, the Collection Account Agreementsequipment, the Servicing Agreement attachments, accessories, replacement and the Letter of Credit Request Agreementadded Parts and components now or hereafter placed thereon, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under installed therein or pursuant to such agreementattached thereto, whether payable as feesor not any of such Parts, expensesequipment, costs attachments, accessories, replacements or otherwise, (B) all rights of added parts or components may from time to time no longer be installed on the Company to receive proceeds of Asset [or on any insurance, indemnity, warranty component Engine thereof] or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of may be installed in any other aircraft or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)aircraft engine;
(c) the Collection Accountstechnical data, including (A) technical documents, manuals, log books and all funds inspection, modification, overhaul, service, repair, maintenance, technical and other evidences of payment held records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and all certificates thereto and instruments, if any, from time any sale or other transfer agreement relating to time representing or evidencing the Collection Accounts Asset or any funds Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or xxxx of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other evidences certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of payment held therein, the Asset (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed bycollectively, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts“Asset Related Documents”);
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Security Trust Agreement (Willis Lease Finance Corp)
Security Interest. As collateral security for the performance by the Company Seller of all the terms, covenants and agreements on the part of the Company Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction DocumentDocument delivered to the Agent in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all Secured Obligationsobligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Company Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Collateral Agent, Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, a security interest in, all of the CompanySeller’s right, title and interest in in, to and to under (but none of the following (collectivelySeller’s obligations under) all of the following, the “Collateral”):whether now or hereafter existing or arising:
(a) all Receivables, whether now owned the Purchase and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Contribution Agreement, including, in respect of each agreementwithout limitation, (Ai) all rights of the Company Seller to receive monies due and or to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwisethe Purchase and Contribution Agreement, (Bii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase and Contribution Agreement, (iii) all rights of the Company Seller to receive proceeds of any insurance, indemnity, indemnity or warranty or guaranty with respect to such agreementthe Purchase and Contribution Agreement, (Civ) all claims of the Company Seller for damages arising out of or for breach of or default under such agreementthe Purchase and Contribution Agreement, and (Dv) the right all rights of the Company to amend, waive or terminate such agreement, to perform thereunder and Seller to compel performance and otherwise exercise all remedies thereunder and thereunder,
(Eb) all Receivables, the Related Security with respect thereto and the Collections and all other rights, remedies, powers, privileges and claims assets of the Company Seller, including, without limitation, all accounts, chattel paper, instruments and general intangibles owned by the Seller and not otherwise purchased or scheduled to be purchased under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);Agreement,
(c) the Collection Accounts, including (A) Lock-Box Accounts and all funds and other evidences of payment held amounts on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; foregoing and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company The Borrower hereby grants to the Collateral Agent, Agent for the benefit of the Secured PartiesBanks, as one general, continuing collateral security for the Loan and for any other sums owing from the Borrower to the Agent and the Banks under the Obligations and the Notes, a security interest inin all Mortgage Loans now or hereafter made and all Mortgage-backed Securities which have been pledged to the Agent (whether by delivery to the Agent, to the Collateral Custodian, or to any other third party on the Agent's behalf or otherwise) or upon which any advance is made by the Banks, and in the Mortgage Note and Mortgage evidencing said Mortgage Loan, and in all accounts, instruments, general intangibles, property, rights proceeds and payments relating thereto, including without limitation the following:
(a) All payments and prepayments of principal, interest, and other income due or to become due thereon and all proceeds therefrom, and all the Company’s right, title and interest of every nature whatsoever of the Borrower in and to the following (collectivelysame and every part of such property including, without limitation, the “Collateral”):following:
(a1) All rights, liens and security interest existing with respect thereto or as security therefor;
(2) All hazard insurance policies, title insurance policies or condemnation proceeds with respect thereto and all ReceivablesFHA insurance, whether now owned VA guarantees, PMI or any other guarantee of payment and existing or hereafter acquired or arising, together with all Receivable Assets the proceeds thereof;
(3) All prepayment premiums and Collections late payment charges with respect thereto;
(b) each All real estate acquired by the Borrower by deed in lieu of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company foreclosure or by foreclosure attributable to receive monies due and to become due under or pursuant to any such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)Mortgage Loan;
(c) All accounts and receivables of any kind that relate to Eligible Repurchase Mortgage Loans;
(d) All Take-Out Commitments, Mortgage-backed Securities, and/or pool participation certificates and the Collection Accountsproceeds resulting from sales of same by the Borrower;
(e) All right, including (A) title and interest of the Borrower in and to all funds files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other evidences records, information, and related data of payment held therein the Borrower;
(f) The proceeds from the sale of any Collateral;
(g) Any other property and all certificates and instruments, if anyproceeds thereof that may, from time to time representing or evidencing hereafter, be subject to the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accountssecurity interests created hereby; and
(dh) All business records, computer tapes, software, microfiche, etc., necessary to identify and locate the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawCollateral.
Appears in 1 contract
Samples: Mortgage Warehousing Loan and Security Agreement (American Home Mortgage Holdings Inc)
Security Interest. As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of all any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the termsPurchased Assets (including, covenants without limitation, any other accounts) or any interest in the Purchased Assets, and agreements on any proceeds (including the part related securitization proceeds) and distributions with respect to any of the Company to be performed under this Agreement or foregoing and any other Transaction Documentproperty, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s rightrights, title and interest or interests as are specified on a Transaction Request and/or Trust Receipt, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):). Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, each Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.
b. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute “general intangibles” (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (a) all Receivablesthe Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each the terms of the Origination Agreements, Mezzanine Loan Subsidiary Interests do not and will not provide that they are securities governed by the Collection Account Agreements, the Servicing Agreement Uniform Commercial Code and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection AccountsMezzanine Loan Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. If any Seller shall, including (A) all funds and as a result of its interest in the Mezzanine Loan Subsidiary Interests, becomes entitled to receive or shall receive any certificate evidencing any limited liability company interest or other evidences of payment held therein and all certificates and instrumentsequity interest, if anyany option rights, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held thereinequity interest in Mezzanine Loan Subsidiary , (B) all investments of such funds held whether in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred addition to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interestfor, dividendsas a conversion of, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred toMezzanine Loan Subsidiary Interests, or otherwise possessed byin respect thereof, such Seller shall accept the Collateral Agent same as the Buyer’s agent, hold the same in trust for the Buyer and on behalf deliver the same forthwith to the Buyer in the exact form received, duly endorsed by such Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Company in substitution Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any such accounts, outstanding Obligations. If following the occurrence and (D) all interest, dividends, cash, instruments and other during the continuation of an Event of Default any sums of money or property from time to time received, receivable so paid or otherwise distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Sellers, Sellers shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Sellers, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Sellers shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, however, that no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, Sellers will not (i) vote to enable, or take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Sellers to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Sellers agree to pay, and to save the Buyer harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Mezzanine Loan Subsidiary Interests.
c. The Buyer, Sellers and Mezzanine Loan Subsidiary each hereby agrees that in order to further secure each Seller’s Obligations hereunder, each Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans, the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of Mezzanine Loans in escrow accounts;
) and any other contract rights, instruments, accounts, payments, rights to payment (eincluding payments of interest or finance charges) all general intangibles and other assets of relating to the Company, whether now owned and existing or hereafter acquired or arising, Mezzanine Loans (including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on Mezzanine Loans, and any proceeds (including the date hereof in the State related securitization proceeds) and distributions with respect to any of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, in all proceeds of any and all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall be deemed to be part of the foregoingRepurchase Assets. In addition Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, each Seller hereby authorizes the Buyer to file financing statements relating to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCCMezzanine Loan Assets, as if such rights and remedies were fully set forth hereinthe Buyer, at its option, may deem appropriate. This Agreement Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) of the UCC Bankruptcy Code.
d. The parties acknowledge and other applicable lawagree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to and subordinate to Buyer’s security interest.
Appears in 1 contract
Samples: Master Repurchase Agreement (Arbor Realty Trust Inc)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Company Sellers of all their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured ObligationsPurchased Mortgage Loans, the Company hereby grants Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), for the benefit of the Secured Partiesany related Take-out Commitments, a security interest inProperty, all of insurance policies and insurance proceeds relating to any Mortgage Loan or the Company’s rightrelated Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and interest in FHA Mortgage Insurance Contracts and to the following VA Loan Guarantee Agreements (collectivelyif any), the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination AgreementsIncome, the Collection Account Account, Interest Rate Protection Agreements, the Servicing Agreement accounts (including any interest of such Seller in escrow accounts) and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other contract rights, remediesaccounts, powerspayments, privileges rights to payment (including payments of interest or finance charges) general intangibles and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available other assets relating to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith Purchased Mortgage Loans (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on Purchased Mortgage Loans, the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all servicing of the foregoing. In addition to Purchased Mortgage Loans, and any proceeds (including the rights related securitization proceeds) and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies distributions with respect to any of the Collateral available to foregoing and any other property, rights, title or interests as are specified on a secured party at law Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or in equityhereafter acquired, including, without limitationnow existing or hereafter created (collectively, the rights "Repurchase Assets"). Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of a secured party under the UCCSellers, as if such rights and remedies were fully set forth hereinthe Buyer, at its option, may deem appropriate. This Agreement The Sellers shall constitute a security agreement pay the filing costs for purposes of the UCC and other applicable lawany financing statement or statements prepared pursuant to this Section.
Appears in 1 contract
Samples: Master Repurchase Agreement (First NLC Financial Services Inc)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, A. all of the Company’s rightBorrower's present and hereafter acquired inventory, title including, but not by way of limitation, raw materials, work in process and interest in finished goods of any nature and to the following (collectivelydescription;
B. all of Borrower's present and hereafter acquired plant, the “Collateral”):office and other equipment, including, but not by limitation, machinery and all attachments and appurtenances thereto, tools, dies, molds, jigs, bores, patterns, appliances, fixtures, furniture and furnishings; including, but by way of limitation, that listed on Exhibit A attached hereto and made a part hereof;
(a) C. all Receivables, of Borrower's account receivable whether or not eligible now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (D. all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds Borrower's present and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingcontracts, includingcomputer programs and tapes, without limitation, all accountspurchase orders, chattel paper, goodsand negotiable documents;
E. all of Borrower's present and hereafter acquired general intangibles, equipmentincluding, inventorybut not by way of limitation, Borrower's name and goodwill, trademarks, trade names, copyrights, processes, patents, patent rights, patent applications, licenses, inventions, royalties, commissions and tax refunds;
F. all of Borrower's present and hereafter acquired bank and deposit accounts of every kind or nature;
G. insurance policies of every kind and nature, including unearned premium rebates;
H. proceeds of all of the above;
I. all ledger sheets, files, books, records and documents relating to accounts, inventory or other collateral;
J. such other security designated on such separate written instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestBorrower now or hereafter delivers to Lender; and
(f) to the extent not included in the foregoing, all proceeds of K. any and all other property of Borrower coming into Lender's possession or under Lender's control; all of which security interest, assignments and pledges Borrower hereby grants to Lender in accordance with and subject to Article 9 of the foregoingCalifornia Uniform Commercial Code. In addition Each new advance (and all prior advances, indebtedness or liabilities) shall be covered by all security agreements which Borrower had then given or caused to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect be given to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawLender.
Appears in 1 contract
Samples: Loan and Security Agreement (Worldwide Medical Corp/Ca/)
Security Interest. As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby It is agreed that: (i) US Guarantor grants to the Collateral Agent, for the benefit of the Secured Parties, Party a security interest in, in and against all property listed on the collateral schedule to be executed as of the Company’s rightdate hereof, title pursuant hereto and made a part hereof (each a “ ”), and (ii) Mexican Guarantor grants to Secured Party a security interest in and against all property listed on the Mexican Pledge executed as of October 13, 2020 to the following (collectivelybe effective on October 20, the “Collateral”):
(a) all Receivables2020, whether now owned pursuant hereto and existing or hereafter acquired or arisingmade a part hereof , together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement in and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold against any and all consentsadditions, requestsattachments, noticesaccessories and accessions to such property, directionsall substitutions, approvalsreplacements or exchanges therefor, extensions or waivers under or in connection therewith and all insurance and/or other proceeds thereof (all of the foregoing set forth being hereinafter individually and collectively referred to as the “ ”). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in this clause the future, including but not limited to the payment and performance of certain promissory note to be executed by Debtor for the benefit of Secured Party as of the date hereof, identified on the Collateral Schedule and in the Mexican Pledge (A) through (Ethe “ ”), inclusiveand any renewals, extensions and modifications of such Note (such Note, debts, obligations and liabilities are called the “Transferred Agreements“ ”);
(c) . Debtor and US Guarantor each authorizes Secured Party to file a financing statement and amendments thereto describing the Collection AccountsCollateral and containing any other information required by the applicable Uniform Commercial Code. In connection with the Collateral secured under the Mexican Pledge, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time Mexican Guarantor authorizes Secured Party to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of file such funds held Mexican Pledge in the Collection Accounts Unique Registry of Mobile Guarantees in Mexico ( , as its name is in the Spanish language). Debtor and all certificates Guarantors acknowledge and instruments from time agree that Secured Party may perfect the security interest hereunder and any Loan Document directly or through any current or future agents, representatives or bailees. Debtor and Guarantors irrevocably grant to time representing or evidencing such investments, (C) all notes, certificates of deposit Secured Party the power to sign on Debtor’s and other instruments from time Guarantor’s name and generally to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and act on behalf of the Company in substitution Debtor and Guarantors to execute and file applications for the then-existing Collection Accounts and (D) all interesttitle, dividendstransfers of title, cashfinancing statements, instruments notices of lien and other property from time documents pertaining to time received, receivable any or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoingCollateral; this power is coupled with Secured Party’s interest in the Collateral. In addition to the rights and remedies herein set forthGuarantors shall, the Collateral Agent shall have all if any certificate of title is required or permitted by law for any of the rights Collateral, obtain and remedies with respect promptly deliver to Secured Party such certificate showing the Collateral available to a secured party at law or in equity, including, without limitation, lien created by the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawDebt Documents.
Appears in 1 contract
Samples: Master Security Agreement (Core Molding Technologies Inc)
Security Interest. As On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets on a servicing released basis. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Company Purchased Assets, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records related to any Purchased Asset, and all Servicing Rights related to the termsPurchased Assets, covenants the Facility Documents (to the extent such Facility Documents and agreements Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, the Collection Account, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the part one hand and Buyer or Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions of any of the Company to be performed under this Agreement or foregoing and any other Transaction Documentproperty, including the punctual payment when due of all Secured Obligationsrights, the Company hereby grants title or interests as are specified on a Trust Receipt and Custodial Loan Transmission and Exception Report with respect to the Collateral Agent, for the benefit any of the Secured Partiesforegoing, a security interest inin all instances, all of the Company’s rightwhether now owned or hereafter acquired, title and interest in and to the following now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) ). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all Receivablesinstances, whether now owned and or hereafter acquired, now existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company created. The foregoing provision is intended to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC and other applicable lawBankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 9.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. (a) As security for the performance by the Company Borrower of all the terms, covenants and agreements on the part of the Company Borrower to be performed under this Agreement or any other Transaction Facility Document, including the punctual payment when due of all Secured Borrower Obligations, the Company Borrower hereby grants to the Collateral Administrative Agent, for the benefit of the Secured Parties, a security interest in, in all of the CompanyBorrower’s right, title and interest in in, to and to under the following following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”):
(ai) all Receivables, whether now owned and existing or hereafter acquired or arisingthe Pledged Timeshare Loans, together with all Receivable Assets Collections and Collections all monies due (including any payments made under any guarantee or similar credit enhancement with respect theretoto any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;
(bii) each of the Origination Agreements, Related Security with respect to the Collection Pledged Timeshare Loans;
(iii) the Account AgreementsCollateral;
(iv) all Hedge Collateral;
(v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due Borrower is a party and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) the assignment to the Administrative Agent of all other rights, remedies, powers, privileges and claims of UCC financing statements filed by the Company Borrower against Seller under or in connection with such agreement the Sale and Contribution Agreement;
(whether arising pursuant to such agreement vi) all present and future claims, demands, causes of action and choses in action in respect of any or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth and all payments on or under of every kind and nature whatsoever in this clause (A) through (E), inclusive, respect of any or all of the “Transferred Agreements”);
(c) the Collection Accountsforegoing, including (A) all funds proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other evidences forms of payment held therein obligations and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cashreceivables, instruments and other property from which at any time to time received, receivable constitute all or otherwise distributed in respect part of or are included in exchange for the then-existing Collection Accountsproceeds of the foregoing; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (Avii) all funds and other evidences of accounts, general intangibles, payment held therein and all certificates and intangibles, instruments, if anyinvestment property, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accountsdocuments, chattel paper, goods, equipmentmoneys, inventoryletters of credit, instrumentsletter of credit rights, investment propertycertificates of deposit, deposit accounts and general intangibles (as those terms are defined all other property and interests in property of the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestBorrower, whether tangible or intangible; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Receivables Loan Agreement (Hilton Grand Vacations Inc.)
Security Interest. As On each Purchase Date and Additional Advance Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Purchased Mortgage Loan Schedule and the Related Purchased Mortgage Loans related thereto. Although the parties intend that all Transactions hereunder (relating to the Purchased Mortgage Loans) be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants, assigns and pledges to Buyer, as security for the performance by Seller of its Obligations, a fully perfected first priority security interest in (i) the Company of Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any takeout commitments relating to any Purchased Mortgage Loans; (vi) any Servicing Rights relating to any Purchased Mortgage Loan; (vii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the termsrelated Mortgaged Property, covenants and agreements on including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (viii) any Income relating to any Purchased Mortgage Loan; (ix) the part of the Company to be performed under this Agreement or Collection Account; (x) any other Transaction Documentcontract rights, accounts (including the punctual health-care-insurance receivables); (xi) any interest of Seller in escrow accounts and any other payments, rights to payment when due (including payments of all Secured Obligations, the Company hereby grants interest or finance charges) related to the Collateral AgentPurchased Mortgage Loans and general intangibles to the extent that the foregoing relate to any Purchased Mortgage Loan; (xii) any other assets relating to the Purchased Mortgage Loans (including, for the benefit of the Secured Partieswithout limitation, a security interest inany other accounts), all of the Company’s right, title and (xiii) any interest in and the Purchased Mortgage Loans; (xiv) accounts related to the following Purchased Mortgage Loans; (xv) chattel paper constituting or related to the Purchased Mortgage Loans (including electronic chattel paper); goods constituting or related to the Purchased Mortgage Loans (including inventory and equipment and any accessions thereto); (xvi) instruments (including promissory notes) constituting or related to the Purchased Mortgage Loans; (xvii) documents constituting or related to the Purchased Mortgage Loans; (xviii) investment property constituting or related to the Purchased Mortgage Loans; (xix) letters of credit, letter-of-credit rights, if any (whether or not the letter of credit is evidenced by a writing); (xx) securities and all other investment property; money, deposit accounts, and any other contract rights or rights to the payment of money; (xxi) general intangibles constituting or related to the Purchased Mortgage Loans (including payment intangibles and software) together with all accessions and additions thereto and substitutions and replacements therefor; and (xxii) all products and proceeds related to the Purchased Mortgage Loans, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “CollateralRelated Purchased Mortgage Loans”):
(a) ). Seller acknowledges that it has sold the Purchased Mortgage Loans to Buyer on a servicing released basis and it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the transaction is recharacterized, and/or if Seller is otherwise deemed to have retained any Servicing Rights, Seller grants, assigns and pledges to Buyer a security interest in all ReceivablesServicing Rights related to the Purchased Mortgage Loans and all proceeds related thereto and in all instances, whether now owned and or hereafter acquired, now existing or hereafter acquired created. The foregoing provision is intended to constitute a security agreement or arising, together with all Receivable Assets other arrangement or other credit enhancement related to the Agreement and Collections with respect thereto;
(bTransactions hereunder as defined under Sections 101(47)(v) each and 741(7)(xi) of the Origination Agreements, Bankruptcy Code. Buyer’s security interest in any individual Purchased Mortgage Loan and any Related Purchased Mortgage Loans related to such Purchased Mortgage Loan shall terminate on the Collection Account Agreements, the Servicing Agreement and the Letter related Repurchase Date for such Purchased Mortgage Loan upon Buyer’s confirmation of Credit Request Agreement, including, receipt of payment by Seller in respect of each agreement, (A) all rights full of the Company related Repurchase Price of such Purchased Mortgage Loan, which termination shall occur automatically and without further notice or consent. Following termination of the security interest as specified in this Section 8, on written request of Seller, Buyer shall deliver to receive monies due Seller such UCC termination statements (or authorize Seller to file the same) and other release documents as may be required in order to become due terminate a security interest or give notice thereof under or the UCC, and return the Related Purchased Mortgage Loans to Seller, as applicable, and reconvey the Purchased Mortgage Loans to Seller and release its security interest in the Purchased Mortgage Loans and related collateral. For purposes of the grant of the security interest pursuant to such agreementthis Section 8, whether payable as fees, expenses, costs or otherwise, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred AgreementsUCC”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent Buyer shall have all of the rights and may exercise all of the remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party creditor under the UCCUCC and the other laws of the State of New York. In furtherance of the foregoing, (a) Buyer, at Seller’s sole cost and expense, as if applicable, shall cause to be filed in such rights locations as may be necessary to perfect and remedies were fully set forth hereinmaintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon the filing thereof, and (b) Seller shall from time to time take such further actions as may be requested by Buyer to maintain and continue the perfection and first priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). This Agreement In connection with the security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cause any Purchased Mortgage Loan that is not evidenced by an instrument or chattel paper to be so evidenced. If a Purchased Mortgage Loan becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Related Purchased Mortgage Loans and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched for pursuant to this Agreement. The foregoing provisions of this Section 8(a) are intended to constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 1 contract
Samples: Master Repurchase Agreement (Finance of America Companies Inc.)
Security Interest. As security for To secure the performance by the Company of all the terms, covenants and agreements on the part prompt payment to Lender of the Company Indebtedness and any and all other obligations now existing or hereinafter arising owed by Borrower to be performed under this Agreement or any other Transaction DocumentLender, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby irrevocably grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a first and continuing security interest inin the following property and interests in property of Borrower, all whether now owned or existing or hereafter acquired or arising and wheresoever located, subject to release in accordance with the provisions of the Company’s this Agreement:
A. All right, title and interest of the Borrower in and to the following Receivables, participation agreements, participation certificates, or other instruments or agreements which evidence the Receivables;
B. All right, title and interest of the Borrower in and to all Borrower's Notes, Mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Borrower which secure (collectivelyor constitute collateral for any note, instrument or agreement securing) any of the Borrower's Notes or other instruments or agreements which evidence any of the Receivables;
C. All right, title and interest of the Borrower in and to all Financing Statements perfecting the security interest of any of the foregoing;
D. All right, title and interest of the Borrower in and to all Guaranties and other instruments by which the persons or entities executing the same guarantee, among other things, the “Collateral”):
(a) all payment or performance of the Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each E. All right, title and interest of the Origination AgreementsBorrower in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to the foregoing;
F. All right, title and interest of the Borrower in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Borrower in connection with, or arising out of, the Collection Account AgreementsReceivables;
G. All right, the Servicing Agreement title and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights interest of the Company to receive monies due Borrower in and to become due under or pursuant all commitments and other agreements to such agreementpurchase any Receivables;
H. All right, whether payable as fees, expenses, costs or otherwise, (B) all rights title and interest of the Company Borrower in and to receive all collections on, and proceeds of any insuranceor from, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”hereafter collectively called "Collections");
(c) the Collection AccountsI. All files, including (A) all funds surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other evidences of payment held therein records, information, and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf data of the Company Borrower relating to the Receivables (including all information, data, programs, tapes, discs and cards necessary to administer and service such Receivables);
J. All contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in substitution for the then-A. through I. above and as to all such Collateral described in A. through this subparagraph J. whether now existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from or hereafter at any time to time received, receivable acquired or otherwise distributed in respect of or in exchange for the then-existing Collection Accountsarising; and
(d) K. All monies, securities and property, now or hereafter held, received by, or intrusted to, in the Company Concentration Account and possession or under the Payments Reserve Accountscontrol of Lender or a bailee of Lender;
L. All accessions to, if any, including (A) all funds and other evidences of payment held therein substitutions for and all certificates replacements, products and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf proceeds of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingforegoing, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts proceeds of insurance policies pledged pursuant to Section 3.1. hereinabove (including but not limited to claims paid and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interestpremium refunds); and
M. All books and records (f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, customer lists, credit files, tapes, ledger cards, computer software and hardware, electronic data processing software, computer printouts and other computer materials and records) of Borrower relating only to the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes pledged Collateral evidencing or containing information regarding any of the UCC and other applicable lawforegoing.
Appears in 1 contract
Samples: Loan and Security Agreement (American Business Financial Services Inc /De/)
Security Interest. As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants interest to the Collateral AgentSecurity Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a security interest inlessee under any Lease of the Asset, in all of the Companysuch Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. created or acquired (collectively, the “Mortgage Collateral”):) attaching on the date of this Agreement:
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect theretothe Asset;
(b) each of the Origination Agreementsall Parts, the Collection Account Agreementsequipment, the Servicing Agreement attachments, accessories, replacement and the Letter of Credit Request Agreementadded Parts and components now or hereafter placed thereon, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under installed therein or pursuant to such agreementattached thereto, whether payable as feesor not any of such Parts, expensesequipment, costs attachments, accessories, replacements or otherwise, (B) all rights of added parts or components may from time to time no longer be installed on the Company to receive proceeds of Asset [or on any insurance, indemnity, warranty component Engine thereof] or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of may be installed in any other aircraft or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”)aircraft engine;
(c) the Collection Accountstechnical data, including (A) technical documents, manuals, log books and all funds inspection, modification, overhaul, service, repair, maintenance, technical and other evidences of payment held records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and all certificates thereto and instruments, if any, from time any sale or other transfer agreement relating to time representing or evidencing the Collection Accounts Asset or any funds Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or xxxx of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other evidences certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of payment held therein, the Asset (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed bycollectively, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts“Asset Related Documents”);
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Samples: Security Trust Agreement (Willis Lease Finance Corp)
Security Interest. As security for (a) To secure the full and punctual payment of the Debt and performance by the Company of all the terms, covenants and agreements on the part obligations of the Company to be performed Borrower now or hereafter existing under this Agreement or any and the other Transaction DocumentLoan Documents, including the punctual payment when due of all Secured Obligations, the Company Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, Lender a first-priority perfected security interest inin the Lockbox Account and Cash Management Account, all of the Company’s rightinterest, title and interest in and to the following (collectivelycash, the “Collateral”):
(a) all Receivableschecks, whether now owned and existing or hereafter acquired or arisingdrafts, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing deposited or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts any and all certificates and instruments from time to time representing or evidencing such investmentsamounts invested in Permitted Investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles “proceeds” (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) state in which the Company has any interest; and
(fLockbox Account and Cash Management Account are located or maintained) to the extent not included in the foregoing, all proceeds of any and or all of the foregoing. In addition Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the rights Lockbox Account and remedies herein set forthCash Management Account against the claims and demands of all Persons whomsoever.
(b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, the Collateral Agent shall have all perfection and priority of the rights security interest granted herein in connection with the Lockbox Account and remedies with respect Cash Management Account. Borrower agrees that at any time and from time to time, at the Collateral available expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to a secured party at law perfect and protect any security interest granted or in equity, purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.
(c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party under with respect to the UCCLockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, as if such or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and remedies were fully set forth under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Mortgage.
(d) Notwithstanding anything to the contrary contained herein. This Agreement shall constitute a security agreement , for purposes of this Article 10 only, “Business Day” shall mean a day on which Lender and Lockbox Bank are both open for the UCC conduct of substantially all of their respective banking business at the office in the city in which the Note is payable, with respect to Lender, and other applicable lawat the office in the city where the Lockbox Account is maintained, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays).
Appears in 1 contract
Security Interest. As security for the prompt payment and performance by the Company of all the terms, of its Obligations and any other covenants and agreements on the part of the Company to be performed under contained in this Agreement or any the other Transaction Document, including the punctual payment when due of all Secured ObligationsLoan Documents, the Company Borrower hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, to the Lender (subject to the interests of the Owner as set forth in Section 4.02 and in the Acknowledgment Agreement) in all of the CompanyBorrower’s right, title and interest in interest, in, to, and under all of the following, whether now or hereafter existing and wherever located (all being collectively referred to the following (collectively, herein as the “Collateral”):
(a) the Collection Account, all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, cash in the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable deposited therein or otherwise distributed credited thereto and all interest thereon;
(b) all Pledged Servicing Compensation whether or not yet accrued, earned, due or payable as well as all other present and future rights and interests of the Borrower in respect such Pledged Servicing Compensation;
(c) all Pledged Servicing Contract Rights whether or not yet accrued, earned, due or payable as well as all other present and future rights and interests of or the Borrower in exchange for the then-existing Collection Accounts; andsuch Pledged Servicing Contract Rights;
(d) all subservicing agreements related to the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein Pledged Servicing Contract Rights and all certificates rights and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf claims of the Company in substitution for any Borrower under such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accountssubservicing agreements;
(e) all Pledged Termination Fee Rights;
(f) all books, correspondence, files and other assets of the Company, whether now owned and existing or hereafter acquired or arisingRecords, including, without limitation, all accountstapes, chattel paperdisks, goodscards, equipmentsoftware, inventory, instruments, investment property, deposit accounts data and general intangibles (as those terms are defined computer programs in the UCC as in effect on possession or under the date hereof control of the Borrower or any other Person from time to time acting for the Borrower that at any time evidence or contain information relating to any of the property described in the State preceding clauses of New York) this Section 4.01 hereof or are otherwise necessary or helpful in which the Company has any interestcollection or realization thereof (but specifically excluding all servicing systems, computer programs, hardware, and other information and assets of the Borrower not exclusively relating to the Collateral); and
(fg) to the extent not included in the foregoingall Proceeds, including all proceeds cash Proceeds and noncash Proceeds, and products of any and all of the foregoingforegoing Collateral; in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). In addition For the avoidance of doubt and notwithstanding anything herein to the rights and remedies herein set forthcontrary, the Collateral Agent term “Collateral” shall have all not include, and the Borrower is not pledging, nor granting a security interest hereunder in:
(i) any Servicing Contract Rights or Servicing Compensation until covered by the Acknowledgment Agreement; provided, that notwithstanding the foregoing, such security interest shall attach immediately, without any further action on the part of any Party, at such time as the rights Acknowledgment Agreement is effective (in accordance with its terms);
(ii) any Servicing Contract Rights or Servicing Compensation other than the Pledged Servicing;
(iii) principal and remedies with respect interest payments, escrow amounts or recoveries required to be remitted by the Borrower to the Collateral available to a secured party at law or in equity, including, without limitationOwner, the rights of a secured Mortgagor and/or any other applicable party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute Guide;
(iv) servicing advance reimbursement rights; and/or
(v) the right to designate a security agreement servicer for purposes of the UCC and other applicable lawany Serviced Loan.
Appears in 1 contract
Samples: Loan and Security Agreement (Rocket Companies, Inc.)
Security Interest. As security for the performance by payment or performance, as the Company case may be, in full of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all its Secured Obligations, the Company each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, a security interest in, and collaterally assigns to the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, all of the Companysuch Grantor’s right, title and interest in in, to and to under the following Collateral (collectively, the “CollateralSecurity Interest”):
(a) all Receivableswherever located, and whether now owned and existing or hereafter arising or acquired from time to time. 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 arisingnot an Event of Default exists, together with full power of substitution, at the Collateral Agent’s option, to file one or more Financing Statements, amendments to Financing Statements, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, or protecting 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. Any such financing statement may indicate the Collateral as “all Receivable Assets and Collections with respect thereto;
(b) each assets of the Origination AgreementsGrantor whether now existing or hereafter acquired”, “all personal property of the Collection Account Agreementsdebtor whether now existing or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the Servicing Agreement Collateral falls within the scope of Article 9 of the UCC. Notwithstanding the grant of authority to the Collateral Agent under this Section 2.01, and in accordance with Sections 3.02 and 7.01 below, each Grantor agrees to prepare and file or cause to be filed, at its own expense, any Financing Statements, amendments to Financing Statements, continuation statements or any other documents or instruments in each governmental, municipal or other office as is necessary to perfect or maintain the Letter perfection of Credit Request Agreement, including, the Collateral Agent’s Security Interest in respect the Collateral and to deliver to the Collateral Agent a file stamped copy of each agreementsuch Financing Statement, (A) all rights of the Company to receive monies due and to become due under amendment thereto, continuation statement or pursuant to such agreement, whether payable as fees, expenses, costs other document or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or instrument in connection with such agreement (whether arising pursuant to such agreement this Agreement or otherwise available to any other Collateral Document. Without limiting the Company at law or in equity), including the rights provisions of the Company to enforce such agreement first paragraph above and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all furtherance of the foregoing set forth in this clause (A) through (E), inclusive, provisions of the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed bysecond paragraph above, the Collateral Agent hereby designates each Grantor as the Collateral Agent’s true and lawful attorney, with full power of substitution, at each Grantor’s option, to file one or more Financing Statements, amendments to Financing Statements, continuation statements, or to sign other documents solely for and on behalf the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, but not releasing or deleting any Collateral, without the signature of the Company in substitution for Collateral Agent, and naming any Grantor or the then-existing Collection Accounts and (D) all interestGrantors, dividendsas debtors, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve AccountsCollateral Agent, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing as secured party. Any such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, financing statement may indicate the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) as “all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, Grantor whether now owned and existing or hereafter acquired acquired”, “all personal property of the debtor whether now existing or arisinghereafter acquired” or words of similar effect, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined regardless of whether any particular asset comprised in the UCC as in effect on Collateral falls within the date hereof in the State scope of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all Article 9 of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 1 contract
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Sellers hereby pledge to Buyer as security for the performance by the Company of all the terms, covenants and agreements on the part Sellers of the Company Obligations and hereby grants, assigns and pledges to be performed Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Sellers' right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under this Agreement any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and any contract rights, accounts (including any interest of Sellers in escrow accounts) and any other Transaction Documentpayments, rights to payment (including the punctual payment when due payments of all Secured Obligations, the Company hereby grants interest or finance charges) and general intangibles to the Collateral Agent, for extent that the benefit of the Secured Parties, a security interest in, all of the Company’s right, title foregoing relates to any Purchased Mortgage Loan and interest in and any other assets relating to the following Purchased Mortgage Loans (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all any other accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined ) or any interest in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoingPurchased Mortgage Loans, all proceeds of collateral under any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a other secured party at law or in equity, debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller and/or its Affiliates on the rights of one hand and Buyer and/or its Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a secured party under the UCC, as if such rights Trust Receipt and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes Mortgage Loan Schedule and Exception Report with respect to any of the UCC and other applicable lawforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Sellers hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Samples: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Security Interest. As security for On the performance by the Company of Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest in and the Purchased Assets to the following extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the aggregate Holdback Amount, the Collection Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Purchased Assets and the Mortgage Loans, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) ). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all Receivablesinstances, whether now owned and or hereafter acquired, now existing or hereafter acquired created, on or arising, together with all Receivable Assets prior to the related Repurchase Date. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Collections with respect thereto;
(bTransactions hereunder as defined under Sections 101(47)(A)(v) each and 741(7)(A)(xi) of the Origination AgreementsBankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under filing costs for any financing statement or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights this Section 8. The grants of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing security interest set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time Section are intended to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the UCC and other applicable lawBankruptcy Code.
Appears in 1 contract
Samples: Master Repurchase Agreement (Finance of America Companies Inc.)
Security Interest. As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance by the Company Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Company pledges to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Buyers a fully perfected first priority security interest inin the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Settlement Account, the Funding Account, the Operating Account, the Settlement Account, any Rate Management Transaction relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Company’s rightPurchased Mortgage Loans, all collateral and distributions and any other property, rights, title and interest or interests as are specified on an Exception Report with respect to any of the foregoing, in and to the following all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Assets”):
(a) all Receivables). The Seller hereby authorizes the Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as the Administrative Agent, whether now owned and existing at its option, may reasonably deem appropriate. The Seller shall pay the filing costs for any financing statement or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or statements prepared pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable lawSection 8.
Appears in 1 contract
Security Interest. As The Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed Company’s obligations under this Agreement or any other Transaction Document, including Indenture and the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral AgentSecurities, for the benefit of the Secured PartiesHolders of the Securities, as their interests may appear, a security interest in, in and to all of the Company’s its right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivablesinterest, whether now owned or hereafter acquired, and whether now existing or hereafter acquired or arising, together with in, to and under the following: (a) the Borrower Loans, including any and all Receivable Assets and Collections with respect thereto;
(b) each promissory notes executed by or on behalf of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement related borrowers evidencing such Borrower Loans and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant the related borrower member registration agreements pertaining to such agreement, whether payable as fees, expenses, costs or otherwiseBorrower Loans, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (Db) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any Deposit Account and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments money and other property from time to time receivedcredited to the Deposit Account, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(dc) the Company Concentration FBO Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments money and other property from time to time receivedcredited to the FBO Account, receivable (d) all money, cash, instruments, interest, income and other property from time to time due or to become due, received or receivable, or otherwise distributed in respect of or in exchange for any such accounts;
or all of the foregoing held for the benefit and security of the Holders of the Securities, (e) all other assets present and continuing right, power and authority of the Company, whether now owned in the name and existing on behalf of the Company, as agent and attorney-in-fact, or hereafter acquired otherwise, to make claim for and demand performance on, under or arisingpursuant to any of the foregoing held for the benefit and security of the Holders of the Securities, includingto bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Securities without limitationnotice to, consent or approval by or joinder of the Company, and (f) all accountsrevenues, chattel paperissues, goodsproducts, equipmentaccessions, inventorysubstitutions, instrumentsreplacements, investment property, deposit accounts profits and general intangibles proceeds (including “proceeds” as those terms are defined in the UCC applicable UCC) of and from all of the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Securities, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any further acts and execute, acknowledge, deliver, file, register and record any further documents as are necessary in effect on order to protect the date hereof Trustee’s title to and first priority perfected security interest in the State Collateral, subject to no Liens or charges of New Yorkany type whatsoever except for Liens pursuant to and permitted by this Indenture. For the avoidance of doubt, and notwithstanding the security interest granted in this Section 6.12 (the “Security Interest”), (i) in which the Company has shall be authorized at all times to (or to cause the Servicer on its behalf to) withdraw from or transfer from (or to instruct the Trustee to withdraw from or transfer from) the Deposit Account the excess of the Borrower Loan Payments over the related Borrower Loan Net Payments (the “Excess Amounts”), and to deposit such amounts into the Fee Account, and (ii) upon any interest; and
instruction from the Company (for the Servicer on its behalf) to transfer the extent not included Excess Amounts from the Deposit Account to the Fee Account, the Trustee will reasonably promptly transfer such Excess Amounts to the Fee Account. In furtherance of the grant of the security interest in the foregoingCollateral for the Securities, all proceeds upon and during continuance of an Event of Default, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies Company with respect to the Collateral available to a secured party at law or in equity, including, without limitation, held for the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes benefit of the UCC Holders of Securities, and each contract, agreement or other applicable lawdocument or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 6.12.
Appears in 1 contract
Security Interest. As security for the prompt and complete payment and performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the CompanyLiabilities when due or declared due, Borrower hereby grants, pledges, conveys and transfers to Lender a continuing security interest in and to all of Borrower’s right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the “Collateral”):
): (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such Borrower’s accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arisingreceivable, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts Accounts and general intangibles Health-Care-Insurance Receivables (each as those terms are defined in the UCC as in effect on the date hereof in the State of New YorkCode), (b) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral available to a secured party at law or in equityBorrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits; (d) all of Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, and any and all other property and interests in property of Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to Lender’s rights of a secured party under setoff (which Borrower acknowledges), the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes balance of the UCC and other applicable law.any account or any amount that may be owing from time to time by Lender to
Appears in 1 contract
Samples: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
