Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”); (iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 2 contracts
Samples: Deposit and Security Agreement, Deposit and Security Agreement (National Collegiate Student Loan Trust 2007-1)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month month, for Recoveries received during the preceding month, and (yb) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities financial intermediary (as defined in § 8-102(a)(14) 313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect collect, receive and receivereceipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementssuch section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 2 contracts
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-3), Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-2)
Security Interest. XXXX hereby pledgesTo secure the performance by the Borrower of all the terms, assigns covenants and sets over to agreements on the Owner, as security for payment by XXXX part of the Secured Obligations Borrower (whether as hereinafter defined), all of TERI’s right, title and interest in and to (xBorrower or otherwise) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of performed under this Agreement, the Transaction Documents or any other document delivered in connection with this Agreement in accordance with the terms thereof, including without limitation (i) any and the punctual payment when due of all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each obligations of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each Borrower hereunder or thereunder, whether for Principal, Yield, Fees, indemnification payments, expenses or otherwise (all of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by foregoing, collectively, the Owner"Obligations"), which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX Borrower hereby grants to the Owner (Program Agent for its benefit and its assigns) the benefit of the Beneficiaries, a first priority security interest in in, all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:HL RECEIVABLES FINANCING AGREEMENT
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible Purchase Agreements and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingthe Parent Undertakings, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Borrower to receive monies due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
Purchase Agreements or the Parent Undertakings, (ii) All funds all security interests and investments thereofproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (b) all Transferred Assets, whether in the form of certificates of depositnow owned and existing or hereafter acquired or arising, repurchase agreementsand all other assets, U.S. Treasury Billsincluding, U.S. Treasury Noteswithout limitation, investment grade commercial accounts, chattel paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code))instruments, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise intangibles (all hereinafter called as those terms are defined in the “Intangibles”UCC);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of undivided interests in any of the foregoing, (c) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other property or interests in property, and (e) to the present and continuing right to make claim forextent not included in the foregoing, collect and receive, all proceeds of any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Receivables Financing Agreement (Hayes Lemmerz International Inc)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation This Assignment constitutes (i) any a valid transfer and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX ----------------- assignment to the Trustee on the 15th day Trust of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX the Transferor in or and to all instruments Receivables now existing and documents covering or relating to hereafter created in the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged AccountAdditional Accounts designated hereby, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person except for (x) Liens permitted under Section 2.5 (b) of the foregoingPooling and Servicing Agreement, (y) the interest of the Transferor as holder of the Seller Interest, and (z) the Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; and/or (ii) it constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the Trust, which is enforceable with respect to the existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5 (b) of the Pooling and Servicing Agreement, the interest of the Transferor as holder of the Seller Interest, and the present and continuing Transferor's right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsinterest accruing on, and any separate undertaking or agreement by investment earnings in respect of, the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Finance Charge Account and the other rights pledged hereunderPrincipal Account as provided in the Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Consumers Master Trust)
Security Interest. XXXX As security for the full and prompt payment and performance of the Obligations now or hereafter existing, each Pledgor hereby unconditionally pledges, transfers, conveys, hypothecates, grants and assigns and sets over to the Owner, as Lender a continuing security for payment by XXXX interest in and security title to all of the Secured Obligations (as hereinafter defined)following property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, all of TERI’s or may acquire in the future, any right, title and or interest in and to thereto (x) collectively, the “Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:Collateral”):
(a) All personal property comprising and/or contained in the Pledged AccountInterests and all substitutions therefor and replacements thereof, as provided all proceeds and products thereof and all rights relating thereto, including, without limitation, the certificates representing any of the Pledged Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in this Agreementrespect thereof and all dividends, both tangible cash, instruments and intangibleother property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for, any or all of the Pledged Interests, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:such Pledgor;
(ib) All contract all of such Pledgor’s rights, claimspowers and remedies (but not such Pledgor’s obligations) under the limited liability company operating agreements of the Pledged Companies that are limited liability companies (collectively, instrumentsthe “Operating Agreements”) and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, notes the “Partnership Agreements”), as applicable; and
(c) to the extent not otherwise included, all proceeds of any and accountsall of the foregoing. Without limiting the generality of the foregoing, whether now existing this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Borrowers to the Lender but for the fact that they are unenforceable or hereafter arisingnot allowable due to the existence of an Insolvency Proceeding involving any Borrower. Each Pledgor has delivered to and deposited with the Lender all certificates owned by such Pledgor representing the Pledged Interests to the extent such Pledged Interests are represented by certificates and undated powers endorsed in blank with respect to such certificates. In addition, each Pledgor has delivered to the Lender all of the Uniform Commercial Code financing statements, in suitable form for recording, with respect to all of the Pledged Collateral that is not represented by certificates that are necessary to perfect the security interest granted to the Lender under this Agreement in such Pledged Collateral or such Pledgor has authorized the Lender to prepare and file such Uniform Commercial Code financing statements. It is the intention of the parties hereto that record and beneficial ownership of the Pledged Collateral, including, without limitation, all voting, consensual and dividend rights, shall remain in the Pledgors until the occurrence of an Event of Default and until the Lender shall notify the Pledgors of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds Lender’s exercise of voting and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating consensual rights to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner Collateral pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralSection 10 hereof.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Stock Pledge Agreement (Old Evangeline Downs Capital Corp)
Security Interest. XXXX Each Pledgor hereby pledges, unconditionally grants and assigns and sets over to the OwnerSecured Parties, as and their respective successors and permitted assigns, a continuing security for payment by XXXX interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Secured Obligations (as hereinafter defined)Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of TERI’s right, title and interest in and to (x) the which shall constitute “Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX Interests” hereunder. Each Pledgor has delivered to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in Administrative Agent all of TERI’s its right, title and interest in and to the followingPledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as security for the extent they relate to Loans purchased by Secured Obligations; it being the Owner:
(a) All personal property comprising and/or contained in intention of the parties hereto that beneficial ownership of the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingInterests, including, without limitation, all voting, consensual and dividend rights, shall remain in such Pledgor until the occurrence and during the continuance of an Event of Default and until the Administrative Agent shall notify such Pledgor of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds Administrative Agent’s exercise of voting and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating dividend rights to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner Interests pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralSection 9 hereof.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, principal and interest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby pledges, assigns and sets over to the Owner, as security Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of TERI’s the Seller's right, title and interest in and to (xA) the Pledged Account Originator Purchase Agreement and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation the Undertaking (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingOriginator), including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive moneys due or to become due under or pursuant to XXXX the Originator Purchase Agreement or the Undertaking (all hereinafter called the “Accounts”Originator);
, (ii) All funds all security interests and investments thereofproperty 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), whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14iii) all rights of the Uniform Commercial Code)Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), payment intangibles indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and general intangibles(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 arising acquired or arising, the Related Security with respect thereto and wheresoever locatedthe Collections and all other assets, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightincluding, title and interest of XXXX in or to all without limitation, accounts, chattel paper, goods, instruments and documents covering or relating to general intangibles (as those terms are defined in the above described propertyUCC), including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of undivided interests in any of the foregoing, (C) the Lock-Boxes and Deposit Accounts, and any funds on deposit in any such account, and (D) to the present and continuing right to make claim forextent not included in the foregoing, collect and receive, all proceeds of any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (AbitibiBowater Inc.)
Security Interest. XXXX TERI hereby pledges, assigns and sets sxxx over to the Owner, as security for payment by XXXX TERI of the Secured Obligations (as hereinafter ax xxreinafter defined), all of TERI’s 's right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the any Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the each Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX TERI to the Trustee on the 15th day of dax xx each month month, for Recoveries received during the preceding month, and (yb) TERI’s 's right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX TERI hereby grants to the Owner (and its axx xts assigns) a first priority security interest in all of TERI’s 's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX TERI and wheresoever located, including inclxxxxg without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX TERI (all hereinafter called the “Accounts”"XXXXUNTS");
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities financial intermediary (as defined in § ss. 8-102(a)(14) 313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”"INTANGIBLES");
(iii) All right, title and interest of XXXX TERI in or to all instruments and documents xxxxments covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”"RELATED DOCUMENTS");
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect collect, receive and receivereceipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX TERI to receive payment of Guaranty FeesGuarantx Xxes, other than the XXXX TERI Guarantee Fee Entitlement, from the frxx xhe Owner under each of the Guaranty Agreements; TERI’s 's rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementssuch section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX TERI to receive or collect RecoveriesRecoverxxx; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2004-1)
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called documentation evidencing any of the “Related Documents”)foregoing;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interestof the foregoing (including all of Seller’s rights, dividends and/or other earningstitle and interest in and under the Base Indenture and the Series 2021-SAVF1 Indenture Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract and other rights of XXXX [Reserved]
(c) Subject to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing. All , upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to (iv) any and all future deposits toreplacements, earnings fromsubstitutions, and distributions on or proceeds of the Pledged Account immediately upon deposit or accrual, any and all Guaranty Fees of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and Recoveries immediately instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the receipt thereofoutstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, without the making or doing of any further act or thing whatsoever. XXXX Buyer shall promptly take all further action, and execute and deliver to the Owner such buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other documentsbuyer thereunder is no longer NCFA, as may be requested from time or any Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to time by the Owner constitute a security agreement or other arrangement or other credit enhancement related to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account this Agreement and the other rights pledged hereunderTransactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt and complete payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Agent a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All and under all of Borrower’s personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, other assets including without limitation:
limitation the following (iexcept as set forth herein) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingacquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property (other than Intellectual Property) of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing, in each instance, expressly excluding Intellectual Property; and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, subject to Section 3.2 below, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, but subject to Section 3.2 below, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment. For the avoidance of doubt, Borrower shall not be required to cause any guaranty or pledge of security interests that could, in Borrower’s reasonable judgment in consultation with Lender, cause material adverse tax consequences to Borrower.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) any right, title or interest in, to or under any nonassignable licenses or contracts (including, without limitation, any Licenses), which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, all Sections 9406, 9407 and 9408 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)UCC), payment intangibles and general intangiblesprovided further, whether now existing that upon the termination of such prohibition or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents consent being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid provided with respect to any license or derived from contract, such license or contract shall automatically be included in the Pledged AccountCollateral, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other more than the XXXX Guarantee Fee Entitlement, from the Owner under each 65% of the Guaranty Agreements; TERI’s rights presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Foreign Subsidiary which Equity Interests entitle the holder thereof to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and vote for directors or any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; other matter (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in for which the Owner has been granted granting of a security interest therein is herein collectively referred contrary to as “Collateral.” It is expressly understood and agreed applicable law, provided that this security interest and assignment upon the cessation of any such restriction or prohibition, such property shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest included in the Pledged Account and the other rights pledged hereunder.Collateral,
Appears in 1 contract
Samples: Loan and Security Agreement (Tarsus Pharmaceuticals, Inc.)
Security Interest. XXXX 4.1. As security for the prompt performance, observance and payment in full of all Obligations, we hereby pledgesgrant to you a continuing security interest in, assigns a lien upon and sets a right of setoff against, and we hereby assign, transfer, pledge and set over to you the Ownerfollowing (which together with any of our other property in which you may at any time have a security interest or lien, whether pursuant to any Supplement, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) Accounts; (b) moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in transit to, you from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you at any time existing; (c) all of our right, title and interest, and all of our rights, remedies, security and liens, in, to and in respect of the Accounts and other Collateral, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lien or secured party, guaranties or other contracts of suretyship with respect to the Accounts, deposits or other security for payment by XXXX the obligation of the Secured Obligations any Account Debtor, and credit and other insurance; (as hereinafter defined), d) all of TERI’s our right, title and interest in, to and in and to (x) the Pledged Account and respect of all amounts on deposit goods relating to, or to be deposited therein as which by sale have resulted in, Accounts including, without limitation, all goods described in Section 2 of this Agreementinvoices, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements documents, contracts or instruments with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) to, or otherwise representing or evidencing, any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by Accounts or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingother Collateral, including, without limitation, all of the same evidencing returned, reclaimed or representing indebtedness due or to become due to XXXX repossessed goods; (e) all hereinafter called the “Accounts”);
deposit accounts; (iif) All funds all books, records, ledger cards, computer programs, and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles property and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering intangibles evidencing or relating to the above described propertyAccounts and any other Collateral or any Account Debtor, together with the file cabinets or containers in which the foregoing are stored ("Records"); (g) all other general intangibles of every kind and description, including, without limitation, trade names and trademarks, and the goodwill of the business symbolized thereby, patents, copyrights, licenses and Federal, State and local tax refund claims of all kinds and (h) all proceeds of the foregoing, in any form, including, without limitation, any claims against third parties for loss or damage to or destruction of any or all of the foregoing.
4.2. We shall keep and maintain, at our cost and expense, satisfactory and complete books and records of all Accounts, all payments received or credits granted thereon, and all other dealings therewith. At any time on or after the occurrence of an Event of Default, and at such times as you may request, we shall deliver to you all original documents evidencing the sale and delivery of goods or the performance of services which created any Accounts, including but not limited to, all booksoriginal contracts, recordsorders, computer printoutsinvoices, tapesbills of lading, diskswarehouse receipts, ledger sheetsdelivery tickets and shipping receipts. Any such time as you may request, files and other data (all such instruments and documents being called we shall deliver to you schedules describing the “Related Documents”);
(iv) All interest, dividends Accounts and/or other earnings written confirmatory assignments to you of any kind which are paid with respect to or derived from the Pledged each Account, in form and all proceeds of any of the foregoingsubstance satisfactory to you and duly executed by us, and the present and continuing right together with such other information as you may request. You will return to make claim forus, collect and receiveat our expense, any original documents evidencing the sale and all such interest, dividends and/or other earnings; and
(v) All the proceeds delivery of all of the foregoing;
(b) All contract and other rights of XXXX goods which created any Accounts delivered to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner you pursuant to each of the Guaranty Agreements, this Section 4.2 and any separate undertaking in your possession when your actual or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoinganticipated need therefor has ceased. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment In no event shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing the failure to make or the content of any further act schedule or thing whatsoever. XXXX shall promptly take all further actionassignment or our failure to comply with the provisions hereof be deemed or construed as a waiver, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s limitation or modification of your security interest in in, lien upon and assignment of the Pledged Account and the other rights pledged hereunderCollateral or our representations, warranties or covenants under this Agreement or any Supplement hereto.
Appears in 1 contract
Security Interest. XXXX hereby pledges(a) The due and punctual payment of the principal of, assigns premium on, if any, and sets over interest if any, on the Notes and the other Obligations of Guarantors and Issuers under the Guarantees and other Note Documents, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the Ownerextent permitted by law), on the Notes and the Obligations of the Guarantors and Issuers under the Guarantees and other Note Documents and performance of all other obligations of the Issuers and each of the Guarantors to the Holders of Notes, the Trustee or the Collateral Agent under the Note Documents, according to the terms hereunder or thereunder (collectively, the “Notes Obligations”), are secured, as security for payment by XXXX provided in the Security Documents. The Issuers and each of the Secured Obligations (Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as hereinafter defined)the same may be in effect or may be amended from time to time, and agree to perform their obligations thereunder in accordance therewith. The Issuers and each of the Guarantors hereby agree that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of itself, as Collateral Agent and Trustee, and all of TERI’s rightthe Holders of Notes.
(b) Each Holder of Notes, title by its acceptance thereof and interest of the Guarantees, consents and agrees to the terms of the Intercreditor Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Security Documents) as the same may be in effect or may be amended from time to time in accordance with their terms and to (x) the Pledged Account authorizes and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by appoints U.S. Bank National Association as Trustee the Collateral Agent. Each Holder of Notes directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the Existing Pledged Account created under terms and conditions thereof. The Collateral Agent and each Holder of Notes, by accepting the Notes and the Guarantees of the Issuers and each of the Account Security Agreements with respect to Loans purchased on the Closing Date Guarantors, acknowledges that, as more fully set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by Documents, the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries Collateral as now or hereafter constituted shall be remitted by or on behalf held for the benefit of XXXX all the holders of Obligations, subject to the Trustee on the 15th day of each month for Recoveries received during the preceding monthIntercreditor Agreement, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged AccountU.S. Bank National Association, as provided in this Agreement, both tangible Trustee and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoingCollateral Agent, and the present Lien of this Indenture and continuing right the Security Documents is subject to make claim for, collect and receive, any qualified and limited in all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement respects by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Intercreditor Agreement, the Security Documents and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed actions that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereundertaken thereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for payment by XXXX the Obligations, Pledgor hereby grants to Lender a continuing first-priority security interest in, Lien on and right of the Secured Obligations (set-off against, and hereby assigns to Lender as hereinafter defined)security, all of TERI’s Pledgor's right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementinterest, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Ownerif any, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the followingin, to and under the extent they relate to Loans purchased by the Owner:
(a) All personal following property comprising and/or contained and interests in the Pledged Account, as provided in this Agreement, both tangible and intangibleproperty, whether now owned or hereafter acquired by XXXX or existing and wheresoever locatedwherever located (collectively, the "Collateral"):
(a) The Mortgage Loan and all proceeds, products and profits derived therefrom, including without limitation:
(i) All contract rightsall scheduled payments of principal of and interest on the Mortgage Loan, claims, instruments, notes and accounts, whether now existing all prepayments and other amounts due or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due payable or to become due to XXXX or payable in respect thereof (including any contingent interest); all hereinafter called monies, goods, insurance proceeds, condemnation awards and other tangible or intangible property received upon the “Accounts”)liquidation or sale thereof;
(b) Each of the Underlying Loan Documents, including (i) all rights in respect of each deed of trust, security agreement and assignment of rents executed in connection with the Mortgage Loan; (ii) All funds all rights in respect of each collateral assignment of leases and investments thereofrents executed in connection with the Mortgage Loan; (iii) each UCC-1 financing statement filed in connection with the Mortgage Loan; (iv) [each title insurance policy, whether in title binder or commitment to issue title insurance with respect to the Mortgage Loan (together with all related endorsements); and (v) each policy of hazard, flood, boiler, liability, business interruption or other form of certificates of depositinsurance now or hereafter issued with respect to the premises and improvements encumbered by the Underlying Loan Documents, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)commitment to insure];
(iiic) All of Pledgors' right, title and interest in the claims, rights and benefits accruing to Pledgor under that certain Lender's Plan of Reorganization for Debtor dated February 11, 1998, as confirmed by the U.S. Bankruptcy Court for the District of Columbia on February 24, 1998 (the "Plan") as set forth in the Purchase Agreement;
(d) the Purchase Agreement;
(e) the Management Agreement;
(f) All tangible and intangible personal property of whatever kind that relates to the Mortgage Loan;
(g) All right, title and interest of XXXX Pledgor now existing or hereafter acquired in or the Mortgaged Property and any personal property pledged to all instruments and documents covering or relating to secure the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)Mortgage Loan;
(ivh) All interestMonies and other rights on deposit from time to time in the Borrower Collection Account, dividends and/or the Borrower Working Capital Account or any other earnings of Borrower Account, any kind which are paid sums deposited therein, all investments made with respect to such Monies, any interest or derived from the Pledged Accountother income earned thereon, and all proceeds thereof;
(i) All right, title and interest of Pledgor now existing or hereafter acquired in and to the Transaction Documents and all instruments or other documents, if any, evidencing or representing the same, including the right to enforce all rights of Pledgor under the Transaction Documents;
(j) All right, title and interest of Pledgor now existing or hereafter acquired in and to Accounts, Documents, General Intangibles, Goods, Equipment and Instruments;
(k) All books and records (including credit files, computer programs, printouts and other computer materials and records) of Pledgor pertaining to any of the Collateral; and
(l) All cash and non-cash proceeds and products of the foregoing, and the present and continuing right to make claim forall dividends, collect and receivecash, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract instruments and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner received, receivable or otherwise distributed when Collateral or proceeds are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to createpayment, evidenceincluding return premiums, maintain and effect the Owner’s security with respect to any insurance relating thereto; *[All of Pledgor's interest in the Pledged Account Mortgaged Property and other property at the other rights pledged time such property is conveyed by Underlying Borrower to Borrower pursuant to the Plan]* provided, however, that any amounts distributed by Borrower to the Manager or any of the partners or shareholders of Borrower shall not constitute Collateral, and shall be free and clear of any security interest granted by Pledgor hereunder, upon and after such distribution or payment.
Appears in 1 contract
Samples: Pledge and Security Agreement (Resource America Inc)
Security Interest. XXXX (a) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. Federal, state and local income or franchise tax purposes) and not loans from Buyer to Seller secured by the Purchased Assets. However, in the event that any Transaction is deemed to be a loan, Seller hereby pledges, assigns and sets over pledges to the Owner, Buyer as security for payment the performance by XXXX Seller of the Secured Repurchase Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) Buyer a first priority security interest in all of TERISeller’s right, title and interest in and to the followingfollowing (collectively, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:“Repurchase Assets”):
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing Purchased Assets (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or representing indebtedness due or to become due to XXXX (all hereinafter called real property securing the “Accounts”)Purchased Assets) and related Servicing Rights;
(ii) All funds and investments thereof, whether in all Income from the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Purchased Assets;
(iii) All right, title all insurance policies and interest of XXXX in or to all instruments and documents covering or insurance proceeds relating to any Purchased Asset or the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)related Eligible Property;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts” and “chattel paper” as defined in the UCC relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(v) all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, any and all of the foregoing; and
(vi) any other property, rights, titles or interests as are specified in the Confirmation and/or the Trust Receipt, the Purchased Asset Schedule or exception report with respect to the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created.
(b) All contract With respect to the security interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to the security interests granted in Sections 6(c) and 6(d), Buyer shall, during the continuance of an Event of Default, have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other rights applicable law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of XXXX Seller under the Transaction Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to receive payment be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of Guaranty Feesthe outright transfer (including under Section 22 of this Agreement) and the security interest granted hereby and, other than in each case, continuation statements and any amendments thereto (including, without limitation, by causing to be filed any amendments necessary to add or delete Repurchase Assets covered by the XXXX Guarantee Fee Entitlementfinancing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) 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 reasonably necessary or as may be reasonably requested by Buyer with respect to the Owner under each perfection and priority of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each outright transfer of the Guaranty Agreements, Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any separate undertaking or agreement by fees and Taxes required in connection with the Owner to pay such subsequent Guarantee Fees; execution and delivery of this Agreement).
(c) All Recoveries Seller hereby pledges and grants to Buyer, for the benefit of Buyer, as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all rights proceeds thereof. Seller shall take all action as is reasonably necessary to obtain consent to assignment of XXXX any such Hedging Transaction to receive Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or collect Recoveries; instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 6(c).
(d) All proceeds Seller hereby pledges to Buyer as security for the performance by Seller of the foregoing. All of the foregoing property in which the Owner has been granted Repurchase Obligations and hereby grants to Buyer a first priority security interest is herein collectively referred in all of Seller’s right, title and interest in and to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any the Controlled Account and all future deposits to, earnings from, amounts and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Controlled Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Owner Repurchase Price by Buyer, Buyer will deliver to createSeller, evidenceat Seller’s expense, maintain such documents and effect instruments as may be reasonably necessary and requested by Seller to reconvey such Purchased Asset and any Income related thereto to Seller and to evidence the Ownertermination of Buyer’s security interest in the Pledged Account and the other rights pledged hereundertherein including, without limitation, UCC termination statements.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for payment by XXXX the Obligations, Pledgor hereby grants Lender a continuing first-priority security interest in, Lien on and right of the Secured Obligations (set-off against, and hereby assigns to Lender as hereinafter defined)security, all of TERI’s Pledgor's right, title and interest, if any, in, to and under the following property and interests in property, whether now owned or hereafter acquired or existing and wherever located, (collectively, the related "Collateral"):
(i) all of Pledgor's right, title and interest in and to its equity interests in Borrower (x) the "Pledged Interests"), and the certificates, if any, representing the Pledged Account Interests, in each case whether now owned or hereafter acquired; and (ii) all amounts on deposit cash, securities, dividends, proceeds and other property whether constituting Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to be deposited therein as described time received, receivable or otherwise distributed in Section 2 respect of this Agreement, including without limitation (i) or in exchange for any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect Pledged Interests;
(b) to Loans purchased on the Closing Date as set forth extent not included in each of the Account Security Agreements; clause (iia) above, any and all additional Guaranty Fees with respect rights and remedies of Pledgor under the Certificate of Incorporation and the Bylaws, including the right to such Loans purchased by enforce any and all representations, warranties, covenants, obligations, agreements and indemnities of any party thereto made to or for the Ownerbenefit of, which fees will be deposited into or that otherwise inure to the Pledged Account on the Closing Date; and benefit of, Pledgor;
(iiic) all Recoveries, which Recoveries shall be remitted by securities hereafter delivered to Lender in substitution for or on behalf in addition to any of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthforegoing, and (y) TERI’s right all certificates and instruments representing or evidencing such securities and all cash, securities, dividends, proceeds and other property at any time and from time to receive all Earnings. The foregoing shall not be deemed to include a grant time received, receivable or otherwise distributed in respect of security interest or in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in exchange for any or all of TERI’s the foregoing;
(d) All books and records (including credit files, computer programs, printouts and other computer materials and records) of Pledgor pertaining to any of the foregoing;
(e) All of Pledgor's right, title and interest in and to the followingprofits and losses of Borrower and Pledgor's right as a shareholder of Borrower to receive distributions of Borrower's assets, to the extent they relate to Loans purchased by the Owner:upon complete or partial liquidation or otherwise; and
(af) All personal cash and non-cash proceeds and products of the foregoing, and all dividends, cash, instruments and other property comprising and/or contained in the Pledged Accountfrom time to time received, as provided in this Agreementreceivable or otherwise distributed when Collateral or proceeds are sold, both tangible and intangibleleased, collected, exchanged or otherwise disposed of, whether now owned such disposition is voluntary or hereafter acquired by XXXX involuntary, and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, includingincludes, without limitation, all of the same evidencing or representing indebtedness due or rights to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described propertypayment, including but not limited toreturn premiums, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Accountany insurance relating thereto; provided, however, that any amounts distributed to Pledgor in its capacity as shareholder of Borrower shall not constitute Collateral, and all proceeds shall be free and clear of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred granted by Pledgor to as “CollateralLender hereunder, upon and after such distribution.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX To secure the prompt payment to Lender of the Indebtedness, any and all other obligations owed by Borrowers to Lender, whether now existing or hereinafter arising, wherever located, each Borrower hereby pledgesirrevocably grants to Lender, assigns a first and sets over continuing security interest in all of the following property, whether now owned or existing or hereafter acquired, of such Borrower: all assets of such Borrower, including all Accounts, Automobile Inventory, chattel paper, commercial tort claims set forth on Section 3.1 to Schedule A hereto, deposit accounts and other bank accounts wherever maintained and established (and all funds at any time paid, deposited, credited or held in such accounts), documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, software (for purposes of this definition of Collateral only, “software” shall have the meaning provided in Article 9 of the UCC), supporting obligations, contract rights and all books and records related to the Ownerforegoing and all proceeds (including, without limitation, “proceeds” as security for payment by XXXX defined in Article 9 of the Secured Obligations UCC) of any of the foregoing, including without limitation interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the foregoing, and all additions and accessions to any of the foregoing (as hereinafter definedthe foregoing, together with any other asset in which a Borrower or other Person shall grant a security interest to Lender and, for the benefit of Lender, to secure the Indebtedness, collectively, the “Collateral”). For the avoidance of doubt, Lender’s security interest in Accounts will not terminate or be released by the payment in full of the Existing Receivables. Without limiting the foregoing, the Collateral shall include, without limitation, the following:
(a) All right, title and interest of the Borrowers in and to the Existing Receivables and the underlying Consumer Loan Documents related thereto;
(b) All right, title and interest of the Borrowers in and to all other property whether now or hereafter owned, acquired or held by the Borrowers which secure (or constitute collateral for) any of the Existing Receivables and Consumer Loan Documents or other instruments or agreements which evidence any of the Existing Receivables, including without limitation, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described financing statements perfecting such security interests in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)foregoing;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iiic) All right, title and interest of XXXX the Borrowers in or and to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files guaranties and other data (all such instruments and documents being called by which any Person guarantees the “Related Documents”)payment or performance of the Existing Receivables;
(ivd) All interestright, dividends and/or other earnings title and interest of any kind which are paid with respect the Borrowers in and to all insurance policies pertaining to or derived from obtained by any Account Debtor or the Pledged AccountBorrowers in connection with, or arising out of, any Consumer Loan Document;
(e) All right, title and interest of the Borrowers in and to all commitments and other agreements to purchase any Existing Receivables;
(f) All right, title and interest of the Borrowers in and to all collections on, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receiveor from, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bg) All files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of the Borrowers relating to the Existing Receivables (including all information, data, programs, tapes, discs and cards necessary to administer and service such Existing Receivables);
(h) All contract and other rights, accounts, rights of XXXX to receive payment of Guaranty Feesmoney, other than the XXXX Guarantee Fee Entitlementand general intangibles, from the Owner under each of the Guaranty Agreements; TERI’s relating to such documents and contracts described in (a) through (g) above and as to all such Collateral described in (a) through this subparagraph (h) whether now existing or hereafter at any time acquired or arising;
(i) Borrowers’ now existing or hereafter arising rights to receive subsequent Guarantee Fees from service, administer and/or collect on the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Existing Receivables and all rights to the payment of XXXX to receive or collect Recoveries; and money on account of such servicing, administration and/or collection activities;
(dj) All monies, securities and property, now or hereafter held, received by, entrusted to, or in the possession or under the control of Lender or a bailee of Lender, for the benefit of Lender, and all investment property now or hereafter owned by Borrowers;
(k) All accessions to, substitutions for and all replacements, products and proceeds of the foregoing. , including, without limitation, proceeds of insurance policies (including but not limited to claims paid and premium refunds);
(l) All books and records (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 Borrowers evidencing or containing information regarding any of the foregoing; and
(m) All fictional business names, trading names, registered and unregistered trademarks, service marks, domain names and the goodwill associated with any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as (collectively, “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and Marks”); all future deposits topatents, earnings frompatent applications, and proceeds inventions and discoveries that may be patentable (collectively, “Patents”); all copyrights in both published and unpublished original works of authorship, whether registered or unregistered, and the moral and economic rights of authors and inventors (collectively, “Copyrights”); all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “Trade Secrets”) in each case, as owned, used, or licensed by the Borrowers as licensee or licensor in the operation of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoeverBorrowers’ business. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested The Borrowers will supplement this Agreement from time to time by the Owner at Lender’s request to create, evidence, maintain and effect the Owner’s grant Lender a security interest in all commercial tort claims that the Pledged Account Borrowers may at any time have against any Person. The parties hereto hereby acknowledge and agree that Lender is a beneficiary of the other rights pledged hereundergrants of liens and security interests hereunder and that such liens and security interests may be perfected by Lender, and in any event regardless of the manner of perfection and regardless whether such liens or security interests are granted to or perfected by Lender, such liens and security interests shall constitute first priority perfected liens and security interests securing all of the Indebtedness.
Appears in 1 contract
Security Interest. XXXX hereby pledges(a) The sale of the Participation Interests hereunder shall, assigns and sets over except to the Ownerextent specified in Section 5.06 hereof, as security for payment by XXXX be made without recourse to the Seller with respect to any loss arising from Defaulted Receivables, provided, that nothing contained herein shall limit the rights of the Secured Obligations Administrator, the Buyers and the Buyer Agents provided in Section 2.04, this Section, Article V, Section 6.04 and Articles VII and XI hereof.
(b) Notwithstanding that the other provisions of this Agreement purport to characterize the conveyance by the Seller to the Buyers as hereinafter defined)effecting the sale by the Seller, all to the Buyers, of TERI’s right, title and interest undivided percentage ownership interests in and to the Receivables Pool, Seller and the Buyers acknowledge and agree that, under applicable law, said conveyance may constitute a conveyance intended as security. Accordingly, to secure all of the Seller's obligations (xmonetary or otherwise) owing to the Pledged Account Buyers or the Administrator under this Agreement and all amounts on deposit the Purchase Documents to which Seller is a party, whether now or hereafter arising, due or to be deposited therein as described become due, direct or indirect, absolute or contingent, the parties hereto intend that the financing arrangements from the Buyers in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each favor of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth Seller be secured by a Lien in each favor of the Account Security Agreements; Administrator (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX the Buyers) against all Purchased Receivables and the other collateral described below (including proceeds). To that end, this Agreement is intended to constitute a security agreement under Revised UCC Article 9, as in effect in New York, for purposes of the Trustee on the 15th day attachment of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loanssuch Lien. In furtherance thereof, XXXX hereby grants the Seller granted to TRFCO pursuant to the Owner Existing Agreement (and does hereby ratify and confirm its assignsgrant to TRFCO pursuant to the Existing Agreement of) a first priority security interest in and against all of TERI’s the Seller's right, title and interest in and to the followingPurchased Receivables (including the proceeds thereof) and hereby grants to the Administrator, on behalf and for the benefit of the Buyers, on the terms and conditions of this Agreement a first priority security interest in and against all of the Seller's right, title and interest in and to the following:(A) Purchased Receivables (including the proceeds thereof): (B) all Collections with respect to such Purchased Receivables (C) the Permitted Lockboxes and Lockbox Accounts (including but not limited to the Lockbox Account referenced on Exhibit G hereto), whether constituting deposit accounts or otherwise, and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lockbox Accounts (collectively, the "Lockbox and Lockbox Account Collateral"); (D) the Purchase Documents (but none of the obligations), including any and all supporting obligations, and any and all security interest or other liens in and to any and all personal property securing any right to payment or performance under any Purchase Document; (E) to the extent they relate not otherwise included in the foregoing, all accounts, general intangibles (including but not limited to Loans purchased by payment intangibles) and instruments (as such terms are defined in Revised UCC Article 9, as in effect in New York); and (F) all proceeds of, and all amounts received or receivable under any or all of the Owner:foregoing for the purposes of securing such obligations of the Seller and the rights of the Administrator, the Buyers and the Buyer Agents under this Agreement.
(ac) All personal property comprising and/or contained in For avoidance of doubt, the Pledged Accountfollowing shall apply for purposes of subsection (b), as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitationabove:
(i) All contract rightsthe Purchased Receivables, claimsLockbox and Lockbox Account Collateral, accounts, general intangibles and instruments, notes and accountsother personal property, whether now existing or hereafter included as collateral covered under this Agreement include all such personal property in existence as of the Initial Closing Date, and the Closing Date as well as all such personal property thereafter arising, includingcreated or acquired, without limitationand that, all of insofar as this Agreement is held to secure indebtedness, the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
collateral also secures future advances; (ii) All funds Seller acknowledges and investments thereofconsents to the assignment by TRFCO to the Administrator, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through on behalf and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) the benefit of the Uniform Commercial Code))Buyers, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (of all hereinafter called the “Intangibles”);
(iii) All of TRFCO's right, title and interest of XXXX in or the security interest granted by the Seller to all instruments and documents covering or relating TRFCO pursuant to the above described propertyExisting Agreement; (iii) references in this Agreement to "Purchased Receivables", including but not limited toand like references, all booksare to be construed, recordsmutatis mutandis, computer printouts, tapes, disks, ledger sheets, files to reflect a conveyance intended as security rather than an outright conveyance; and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from in the Pledged Account, and all proceeds of any event that the conveyance of the foregoingundivided percentage ownership interest in and to the Purchased Receivables in fact were held to be a true sale thereof from Seller to Buyers, and then, notwithstanding such treatment, the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
security interest grant under subsection (b) All contract nevertheless would remain valid and other rights of XXXX enforceable in and to receive payment of Guaranty Feesthe Lockbox and Lockbox Account Collateral, other than to secure Seller's obligations as aforesaid.
(d) The Seller hereby authorizes the XXXX Guarantee Fee EntitlementAdministrator, from the Owner under each of Buyers and the Guaranty Agreements; TERI’s rights Buyer Agents to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsfile appropriate initial financing statements, and any separate undertaking or agreement by amendments thereto, to the Owner to pay such subsequent Guarantee Fees; extent provided in Section 9-509(b) of Revised UCC Article 9, as in effect in New York, in connection with the transactions referenced in subsections (b) and (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateralabove.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Volt Information Sciences, Inc.)
Security Interest. XXXX As collateral security for the prompt payment and performance in full when due of the Obligations (whether at stated maturity, by acceleration or otherwise), the Debtor hereby pledges, pledges and assigns and sets over (as collateral) to the OwnerAgent, as and grants to the Agent a continuing lien on and security for payment by XXXX of the Secured Obligations (as hereinafter defined)interest in, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s Debtor's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter arising or acquired by XXXX and wheresoever locatedwherever located (collectively, including without limitation:the "Collateral"):
(ia) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; all Chattel Paper;
(c) All Recoveries and all rights Documents of XXXX to receive or collect Recoveries; and Title;
(d) All proceeds all Equipment;
(e) all Goods;
(f) all Installment Contracts;
(g) all Instruments;
(h) all Intangibles;
(i) all Inventory;
(j) all Leases;
(k) all Money;
(l) all Securities;
(m) all Advances to Dealers, Dealer Agreements (and any amounts advanced to or liens granted by Dealers thereunder), and the Installment Contracts or Leases securing the repayment of such Advances to Dealers (and other indebtedness of Dealers to the Debtor) and related financial property (the security interest granted hereby in such Dealer Agreements, Advances to Dealers, Installment Contracts and Leases, and the Accounts, Chattel Paper, Documents of Title, Instruments, Intangibles, Monies and Proceeds therefrom relating to such Dealer Agreements, Advances to Dealers, Installment Contracts and Leases being subject to the rights of Dealers under Dealer Agreements);
(n) all 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; and
(o) the Proceeds, in cash or otherwise, of any of the foregoing. All property described in the foregoing clauses (a) through (n) and all liens, security, rights, remedies and claims of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.Debtor with respect thereto;
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over (a) Subject to the Ownerterms and conditions of the Intercreditor Agreement, as security 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 when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Borrower hereby grants to the GWG Trust, for payment by XXXX the benefit of the Secured Obligations (as hereinafter defined)Parties, a continuing, senior security interest in all of TERIthe Borrower’s right, title and interest in in, to and to under all of the following, whether now or hereafter owned, existing or arising: (xA) the Pledged Account equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Borrower, (B) all bank accounts of the Borrower and all funds, investments and other items of value therein, including the LifeNotes Account, (C) to the extent permitted by Applicable Law, all other assets of the Borrower and (D) all proceeds of, and all amounts on deposit received or receivable with respect to be deposited therein as described any of, the foregoing. In addition, subject to the terms of the pledge agreements in Section 2 favor of this AgreementGWG Trust, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as parties set forth in Schedule 1.0 agrees to pledge each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to such Loans purchased by secure the Owner, which fees will be deposited into timely repayment of the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthprincipal of, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereofon, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Promissory Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the rights and assets described in the foregoing property in which the Owner has been granted a security interest is sentences are herein collectively referred to collectively as “Collateral.” It is expressly understood ”. 17 The Borrower, and agreed that this security interest the owners set forth in Schedule 1.0 shall, and assignment the Borrower, and the owners set forth in Schedule 1.0 shall automatically attach to any and all future deposits cause GWG Trust to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further actionfile such financing statements, and execute and deliver to the Owner such agreements, certificates and documents, and take such other documentsactions, 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 be requested from time determine is reasonably necessary or advisable to time perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Owner to createBorrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, evidence, maintain and effect the Owner’s security interest in the Pledged Account and Collateral related thereto for the other rights pledged hereunderbenefit of the Lenders shall be released by the GWG Trust.
Appears in 1 contract
Samples: Note Issuance and Security Agreement
Security Interest. XXXX hereby pledges, assigns and sets over Subject to the OwnerIntercreditor Agreement, as security to secure the payment and performance of all of the Obligations when due, each of Borrower and Holdings hereby grants to Collateral Agent (for payment by XXXX the benefit of the Secured Obligations (as hereinafter defined), Parties) a security interest in all of TERI’s the following (collectively, the “Collateral”): all right, title and interest of Borrower and Holdings, respectively, in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter arising or acquired by XXXX and wheresoever wherever located: all Accounts; all Inventory; all Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, the Designated Account and all funds maintained therein); all General Intangibles (including without limitationlimitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; provided, that in no event shall the “Collateral” include any Excluded Assets; provided, however, that the security interest of Collateral Agent (for the benefit of the Secured Parties) shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows:
(i) All contract rightsFIRST, claims, instruments, notes to all costs and accounts, whether now existing or hereafter arising, including, without limitation, all of expenses owing to Administrative Agent and the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Lenders in connection with the “Accounts”)Loan Documents;
(ii) All funds SECOND, to premium (including without, limitation, Applicable Premium) and investments thereof, whether fees incurred in connection with the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Loans;
(iii) All rightTHIRD, title to accrued and unpaid interest of XXXX in or to all instruments and documents covering or relating to on the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)Loan;
(iv) All interestFOURTH, dividends and/or other earnings of any kind which are paid with respect to or derived from all unpaid principal owing on the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsLoan; and
(v) All the proceeds of FIFTH, to all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateralremaining Obligations.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Super Priority Loan and Security Agreement (Real Good Food Company, Inc.)
Security Interest. XXXX hereby pledges, assigns and sets over (a) Pursuant to the OwnerCustodial Agreement, Custodian shall hold the Purchased Loan Documents as security exclusive bailee and agent for payment by XXXX the benefit of Buyer pursuant to the terms of the Secured Obligations Custodial Agreement and shall deliver to Buyer Trust Receipts (as hereinafter defined)defined in the Custodial Agreement) each to the effect that it has reviewed such Purchased Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Purchased Loan Documents as so reviewed.
(b) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever locatedwherever located (collectively, including without limitation:the “Collateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the related documents described herein (collectively, the “Secured Obligations”):
(i) All contract rights, claims, instruments, notes each Purchased Loan and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)Servicing Rights related thereto;
(ii) All funds all Purchased Loan Documents, including without limitation all promissory notes, and investments thereofall Servicing Records, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or Servicing Agreements and any other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, collateral pledged or otherwise (relating to such Purchased Loan, together with all hereinafter called the “Intangibles”)files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto;
(iii) All right, title all mortgage guaranties and interest of XXXX in insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to all instruments Purchased Loan and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files claims and other data (all such instruments and documents being called the “Related Documents”)payments thereunder;
(iv) All interest, dividends and/or all other earnings of insurance policies and insurance proceeds relating to any kind which are paid with respect to Purchased Loan or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; andrelated Mortgaged Property;
(v) All the proceeds of all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing;
(bvi) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERIBuyer’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Account and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested monies from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest on deposit in the Pledged Account Buyer’s Account;
(vii) any and all “securities accounts”, as defined in the UCC, relating to any of the foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 5(f);
(viii) all collateral, however defined, under any other agreement between Seller on the one hand and Buyer or any of its Affiliates on the other rights pledged hereunder.hand;
(ix) all “general intangibles”, “accounts,” “instruments”, “investment property”, “deposit accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing; and
Appears in 1 contract
Samples: Master Repurchase Agreement (Ares Commercial Real Estate Corp)
Security Interest. XXXX hereby pledges, assigns Buyer and sets over Seller intend that all Transactions hereunder be sales to the Owner, as security for payment by XXXX Buyer of the Secured Obligations (as hereinafter defined)Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in and right of set-off against, all of TERIthe property of Seller, including, without limitation, the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”) to Buyer to secure the payment and performance of all amounts or obligations owing to Buyer pursuant to this Agreement, each of the Transactions and the Transaction Documents:
(a) the Purchased Loans, all “securities accounts” (as defined in Section 8-501 (a) of the UCC) to which any or all of the Purchased Loans or any proceeds that are credited and all “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) therein;
(b) the Servicing Agreements, Servicing Records, insurance relating to the Purchased Loans, and all “deposit accounts” (as defined in the UCC, including, without limitation, collection and escrow accounts) and securities accounts relating to the Purchased Loans;
(c) all of Seller’s right, title and interest in in, to and to under the Transaction Documents;
(xd) the Pledged Cash Management Account and all amounts monies or investments from time to time on deposit in or credited to be deposited therein as described in Section 2 of this Agreementthe Cash Management Account;
(e) all Hedging Transactions and all agreements, instruments and documents evidencing and/or securing all Hedging Transactions;
(f) all “general intangibles” (including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accountspayment intangibles”);
(ii) All funds , “accounts,” “chattel paper,” “investment property,” “documents” and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (“instruments” as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or UCC relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bg) All contract all “supporting obligations” and “letter of credit rights” as defined in the UCC relating to or constituting any and all of the foregoing; and
(h) all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementspayments, and records (but excluding any separate undertaking financial models or agreement by the Owner other proprietary information) and files relating to pay such subsequent Guarantee Fees; (c) All Recoveries any and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds any of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the OwnerBuyer’s security interest in the Pledged Account Collateral shall terminate only when Seller’s obligations under this Agreement, the other Transaction Documents and the documents delivered in connection herewith and therewith have been paid and satisfied in full and no amounts may thereafter become payable by Seller hereunder or thereunder. For purposes of the grant of the security interest pursuant to Section 6 of this Agreement, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”) and the Uniform Commercial Code as in effect in any other applicable jurisdiction. Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other rights pledged laws of any applicable jurisdiction, including without limitation the State of New York. In furtherance of the foregoing, (a) Seller, at its sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC-1 financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Buyer upon completion thereof, and (b) Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder), it being agreed that Seller shall pay any and all fees required in connection therewith. In addition, Seller hereby authorizes Buyer to make Filings, at the sole cost and expense of Seller, in such locations as Buyer may determine to be necessary or advisable to perfect and maintain priority of the security interest granted hereby.
Appears in 1 contract
Security Interest. XXXX TERI hereby pledges, assigns and sets sxxx over to the Owner, as security for payment by XXXX TERI of the Secured Obligations (as hereinafter ax xxreinafter defined), all of TERI’s 's right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the any Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the each Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX TERI to the Trustee on the 15th day of dax xx each month month, for Recoveries received during the preceding month, and (yb) TERI’s 's right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX TERI hereby grants to the Owner (and its axx xts assigns) a first priority security interest in all of TERI’s 's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX TERI and wheresoever located, including inclxxxxg without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX TERI (all hereinafter called the “Accounts”"Xxxxunts");
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities financial intermediary (as defined in § ss. 8-102(a)(14) 313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “"Intangibles”");
(iii) All right, title and interest of XXXX TERI in or to all instruments and documents xxxxments covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “"Related Documents”");
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect collect, receive and receivereceipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX TERI to receive payment of Guaranty FeesGuarantx Xxes, other than the XXXX TERI Guarantee Fee Entitlement, from the frxx xhe Owner under each of the Guaranty Agreements; TERI’s 's rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementssuch section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX TERI to receive or collect RecoveriesRecoverxxx; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2004-2)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-8 102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; earnings; and
(v) All the proceeds of all of the foregoing;foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; Fees;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and Recoveries; and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement
Security Interest. XXXX (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby pledges, assigns and sets over grants to the OwnerAdministrative Agent, as security for payment by XXXX the benefit of the Purchasers and the other Secured Obligations (as hereinafter defined)Parties, all of TERI’s right, title and a continuing security interest in and 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”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (xiii) all Collections with respect to such Unsold Receivables, (iv) the Pledged Account Lock-Boxes and Collection Accounts and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementtherein, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators certificates and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each obligations) of the Account Security AgreementsSeller under the Sale Agreement; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iiivi) all Recoveries, which Recoveries shall be remitted by other personal and fixture property or on behalf assets of XXXX to the Trustee on the 15th day Seller of each month for Recoveries received during the preceding month, every kind and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, nature including, without limitation, all of the same evidencing goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”electronic);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investmentsdeposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary all payment intangibles) (each as defined in § 8-102(a)(14the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Uniform Commercial Code))Secured Parties) shall have, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from all the Pledged AccountSeller Collateral, and in addition to all proceeds of any the other rights and remedies available to the Administrative Agent (for the benefit of the foregoingSecured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the present and continuing right Administrative Agent to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All file financing statements describing the proceeds of collateral covered thereby as “all of the foregoing;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) All contract Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and other rights of XXXX to receive payment of Guaranty Fees, this Agreement and all obligations (other than the XXXX Guarantee Fee Entitlement, from the Owner under each those expressly stated to survive such termination) of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from Administrative Agent, the Owner pursuant to each Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of the Guaranty Agreementsany instrument or performance of any act by any party, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveriesthe 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 (d) All proceeds at the expense of the foregoing. All of Seller, the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment Administrative Agent shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner Seller UCC-3 termination statements and such other documentsdocuments as the Seller shall reasonably request to evidence such termination.
(c) For the avoidance of doubt, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s 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 Pledged Account and sale of Sold Assets pursuant to Section 2.01(b) or the other rights pledged hereunderSeller’s grant of security interest pursuant to Section 5.05.SECTION 3.10.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nabors Industries LTD)
Security Interest. XXXX hereby pledges(a) In order to secure the performance by the Partnership of all of its covenants, assigns agreements and sets over to obligations under the OwnerLoan Instruments, as security for the existing Interest Rate Hedging Agreement, the Collateral Security Documents and the payment by XXXX the Partnership of all obligations thereunder, this Agreement is intended to create, and the Partnership hereby pledges to, and creates in favor of, the Security Agent for the ratable benefit of the Secured Obligations Parties (as hereinafter definedother than the General Partner Term Lender), a security interest in and to, the Accounts (other than the General Partner Required Payments Reserve Account), all of TERI’s rightcash, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claimscash equivalents, instruments, notes investments and other securities at any time on deposit in such Accounts, all present and future accounts, whether now existing or hereafter arisingchattel paper, includingdocuments, without limitationgeneral intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Partnership, all other rights of the same evidencing or representing indebtedness Partnership to receive the payment of money due or and to become due to XXXX (the Partnership under the Power Purchase Agreement and any other Assigned Contract, all hereinafter called moneys payable under any insurance policies or as a result of any Taking, all moneys payable upon the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes sale or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings disposition of any kind which are paid with respect to or derived from the Pledged Account, other Collateral and all proceeds of any of the foregoing. All moneys, cash equivalents, instruments, investments and securities at any time on deposit in any of such Accounts shall constitute collateral security for the payment by the Partnership of the obligations under the Loan Instruments and the Collateral Security Documents and the performance and observance by the Partnership of all the covenants and conditions contained herein and in the Loan Instruments, the existing Interest Rate Hedging Agreement, and the present other Basic Documents and, shall at all times be subject to the control of the Security Agent, and continuing right shall be held in the custody of the Security Agent in trust for the purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the security interest of the Security Agent for the equal and ratable benefit of the Secured Parties (other than the General Partner Term Lender) in and to make claim for, collect and receive, any such Accounts and all cash, investments and securities at any time on deposit in such interestAccounts, dividends and/or other earnings; and
(v) All the proceeds of all Security Agent shall be deemed to be the agent of the foregoing;Secured Parties (other than the General Partner Term Lender).
(b) All contract In order to secure the performance by the General Partner of all of its covenants, agreements and obligations under the General Partner Term Loan Agreement and the Transaction Documents, and the payment by the General Partner of all obligations thereunder, this Agreement is intended to create, and the General Partner hereby pledges to, and creates in favor of the General Partner Term Lender, a security interest in and to, the General Partner Required Payments Reserve Account and all cash, cash equivalents, instruments, investments and other rights of XXXX to receive securities at any time on deposit in such Account. All moneys, cash equivalents, instruments, investments and securities at any time on deposit in such Account shall constitute collateral security for the payment of Guaranty Fees, other than by the XXXX Guarantee Fee Entitlement, from the Owner under each General Partner of the Guaranty Agreements; TERI’s rights obligations and the performance and observance by the General Partner of all the covenants and conditions contained herein and in the General Partner Term Loan Agreement, and the other Transaction Documents, and shall at all times be subject to receive subsequent Guarantee Fees from the Owner pursuant to each control of the Guaranty AgreementsSecurity Agent, and any separate undertaking or agreement by shall be held in the Owner custody of the Security Agent in trust for the purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the security interest of the Security Agent for the benefit of the General Partner Term Lender in and to pay such subsequent Guarantee Fees; the General Partner Required Payments Reserve Account, Security Agent shall be deemed to be the agent of the General Partner Term Lender.
(c) All Recoveries and all The Partnership shall not have any rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach powers with respect to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest amounts in the Pledged Account and Accounts or any part thereof except as provided in accordance with the other rights pledged hereunderprovisions hereof.
Appears in 1 contract
Samples: Security Deposit Agreement (Cogen Technologies Inc)
Security Interest. XXXX As security for the full and timely payment and performance of all of the obligations of the Company contained herein, the Company hereby pledgesgrants a continuing security interest in and lien upon, and mortgages, pledges and assigns and sets over to the Owner, as security for payment by XXXX Holder and to all of the other holders of the 13% Subordinated Secured Obligations Notes due September 30, 2006 (as hereinafter defined)the "Series of Notes") for security purposes, the "Collateral". The term "Collateral" shall mean all of TERI’s the Company's right, title and interest in and to those certain participation agreements described on Schedule A annexed hereto (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security "Specified Participation Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising"), including, without limitation, all "Accounts," "General Intangibles" (including, without limitation, "Payment Intangibles"), "Supporting Obligations," "Chattel Paper" "Letters of Credit," "Investment Property" and "Instruments" (as all such terms are defined in the New Jersey Uniform Commercial Code as currently in effect) related thereto, and all payments and other proceeds (including, without limitation, all credit facilities and participations in credit facilities in which any such proceeds are invested)arising with respect thereto and the books and records relating to any of the same evidencing foregoing Collateral. The Company hereby authorizes Xxxxxx X. Xxxxx, Xx. (or representing indebtedness due such other person designated by Xxxxxx X. Xxxxx, Xx.) (Xxxxxx X. Xxxxx, Xx. or his designee acting pursuant to become due this Section 1.4 being referred to XXXX as "Xxxxx"), to sign and file financing statements at any time with respect to the Collateral reflecting the holders of the Series of Notes as secured parties without the signature of the Company. Xxxxx, acting on behalf of the holders of the Series of Notes, is hereby also expressly authorized, without the signature of the Company, to execute and file financing statements, including, without limitation, amendments to previously filed financing statements, (i) reflecting a security interest of the holders of the Series of Notes in all hereinafter called Debtor's assets, including, without limitation, all Accounts, General Intangibles (including, without limitation, Payment Intangibles), Supporting Obligations, Chattel Paper, Investment Property, Letters of Credit and Instruments owned by the “Accounts”);
Company, or in which the Company has an interest, although such description is broader than the actual Collateral in which the holders of the Series of Notes have a security interest, or (ii) All funds specifically describing the property in which any payments or other proceeds from the Specified Participation Agreements are invested or otherwise utilized. The Company will, at any time upon request of Xxxxx, acting as agent of the holders of the Series of Notes, sign such trust receipts, security agreements or other agreements, documents or instruments and investments thereof, whether take such actions with respect to the Collateral as Xxxxx shall xxxx reasonably necessary to perfect the security interest of the holders of the Series of Notes in the form Collateral, and upon the request of certificates Xxxxx, shall deliver to him to hold for the benefit of deposit, repurchase the holders of the Series of Notes all original executed counterparts of the Specified Participation Agreements (or other agreements, U.S. Treasury Billsdocuments or instruments related to credit facilities or participations in credit facilities in which proceeds from the Specified Participation Agreements are invested) otherwise in the Company's possession. Upon the failure of the Company to execute any such agreement, U.S. Treasury document or instrument or take any such action, Xxxxx is authorized as the agent of the Company (acting on behalf of the holders of the Notes) to sign any such agreement, document or instrument and to take any such action, and the Company hereby irrevocably designates Xxxxx or his agents, representatives and designees as agent and attorney-in-fact for the Company, acting for the benefit of the holders of the Series of Notes, investment grade commercial paperfor such purpose. Such appointment is coupled with an interest and is therefore irrevocable. The Company agrees to pay all filing fees and to reimburse Xxxxx or Holder for all costs and expenses, U.S. Treasury Bondsincluding, Federal agency notes without limitation reasonable attorneys' fees, of any kind incurred in any way in connection with the Collateral or other investments, securities (whether certificated or uncertificated enforcing any rights and specifically including any securities which are purchased through remedies with respect thereto. Upon the occurrence and for which records are maintained on a book entry system through any securities intermediary continuance of an "Event of Default" (as defined in § 8-102(a)(14) Section 3), Holder shall have, in addition to all other rights and remedies set forth herein or in law or in equity, the remedies of a secured party under the New Jersey Uniform Commercial Code)). The provisions contained herein shall constitute a "security agreement" for all purposes of said code. By acceptance of this Note, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (the Holder agrees to consult with all hereinafter called of the “Intangibles”);
(iii) All right, title and interest other holders of XXXX in or the Series of Notes prior to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of taking any kind which are paid action with respect to or derived the Collateral, and agrees that all proceeds from such Collateral and any action taken with respect thereto shall be shared pro-rata in the proportion that the outstanding principal amount of this Note and accrued and unpaid interest thereon bears to the then total outstanding principal amount of all of the Notes and accrued and unpaid interest thereon. The Company hereby irrevocably authorizes Coast Capital Partners, L.L.C. ("Coast Capital"), to hold all proceeds and payments from the Pledged AccountCollateral in a separate bank account in Coast Capital's name, which proceeds shall be held by Coast Capital as possessory agent for the benefit of the holders of the Series of Notes and all proceeds Coast Capital agrees to so hold said proceeds. Coast Capital shall comply with the instructions of any Xxxxx with respect to such proceeds, acting on behalf of the holders of the Series of Notes, without further need for the consent of the Company. Without limiting the generality of the foregoing, and the present and continuing right Company agrees not to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All invest the proceeds of all the Collateral in any additional credit facilities or participations in credit facilities, or otherwise, without adequate protection of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each security interest of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each Holders of the Guaranty AgreementsSeries of Notes therein and the prior written approval of Xxxxx, acting as agent on behalf of the holders of the Notes. The Holder of this Note, by his acceptance hereof, hereby appoints Xxxxx to act as his agent with respect to the matters set forth in, and any separate undertaking in accordance with, this Section 1.4. Coast Capital agrees not to amend or agreement by modify the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights Specified Participation Agreements without the prior written approval of XXXX to receive or collect Recoveries; and (d) All proceeds Xxxxx, acting as agent on behalf of the foregoing. All holders of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralSeries of Notes.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledgesAs collateral security for the performance by the Seller of all the terms, assigns covenants and sets over agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due to the OwnerInvestors, as security for payment by XXXX the Banks, the Investor Agents and the Program Agent hereunder of all obligations of the Secured Obligations (as hereinafter defined)Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the 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 Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a security interest in, all of TERI’s the Seller's right, title and interest in and to to: (xA) the Pledged Account Originator Purchase Agreement and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingParent Undertaking, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive moneys due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
such agreements, (ii) All funds all security interests and investments thereof, whether in the form property subject thereto from time to time purporting to secure payment of certificates of deposit, repurchase monies due or to become due under or pursuant to such agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14iii) all rights of the Uniform Commercial Code))Seller to receive proceeds of any insurance, payment intangibles indemnity, warranty or guaranty with respect to such agreements, (iv) claims of the Seller for damages arising out of or for breach of or default under such agreements, and general intangibles(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 arising acquired or arising, the Related Security with respect thereto and wheresoever locatedthe Collections and all other assets, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightincluding, title and interest of XXXX in or to all without limitation, accounts, chattel paper, instruments and documents covering or relating to general intangibles (as those terms are defined in the above described propertyUCC), including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of undivided interests in any of the foregoing, (C) the Lock-Box Accounts, the related lock-boxes and the present Program Agent Account and continuing right (D) to make claim forthe extent not included in the foregoing, collect and receive, all proceeds of any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement, the RFA Notes or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby pledges, assigns and sets over grants to the Owner, as security Administrative Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Parties, a continuing security interest in all of TERIthe Borrower’s right, title and interest in in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (xiii) all Collections with respect to such Pool Receivables, (iv) the Pledged Account Lock-Boxes and Lock-Box Accounts and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementtherein, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators certificates and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14obligations) of the Uniform Commercial Code))Borrower under the Purchase and Sale Agreement, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iiivi) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any without duplication of the foregoing, all of its accounts, general intangibles (including payment intangibles), deposit accounts, investment property, financial assets, instruments, chattel paper and letter-of-credit rights, (vii) all supporting obligations relating to the present foregoing and continuing right to make claim for(viii) all proceeds of, collect and receive, any and all such interestamounts received or receivable under any or all of, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;.
(b) All contract 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 of XXXX and remedies available to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from Administrative Agent (for the Owner under each benefit of the Guaranty Agreements; TERI’s Secured Parties), all the rights to receive subsequent Guarantee Fees from and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Owner pursuant to each Administrative Agent (for the benefit of the Guaranty Agreements, Secured Parties) to file financing statements in each jurisdiction the Administrative Agent deems necessary and any separate undertaking or agreement by the Owner appropriate to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s perfect its security interest in the Pledged Account and Collateral, describing the other rights pledged hereundercollateral covered thereby as “all of the 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.
Appears in 1 contract
Security Interest. XXXX To secure the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, Yield, Capital, Fees, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Seller hereby pledges, assigns and sets over to the Owner, as security Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthBanks, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (Agent for its benefit and its assigns) the ratable benefit of the Banks, a first priority security interest in in, all of TERIthe Seller’s right, title and interest in and to the followingfollowing (collectively, to the extent they relate to Loans purchased by “Collateral”): (A) the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Secondary Purchase Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive moneys due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
Secondary Purchase Agreement, (ii) All funds all security interests and investments thereofproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Secondary Purchase Agreement, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14iii) all rights of the Uniform Commercial Code)Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Secondary Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Secondary Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder; (B) the Initial Purchase Agreement, including, without limitation, (i) all rights of the purchaser thereunder (which rights have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement) to receive moneys due or to become due under or pursuant to the Initial 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 Initial Purchase Agreement (which interests of purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), payment intangibles (iii) all rights of the purchaser thereunder to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Initial Purchase Agreement (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iv) claims of the purchaser thereunder for damages arising out of or for breach of or default under the Initial Purchase Agreement (which claims and general intangiblesrights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement); (C) all Receivables, whether now owned and existing or hereafter arising acquired or arising, the Related Security with respect thereto and wheresoever locatedthe Collections and all other assets, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightincluding, title and interest of XXXX in or to all without limitation, accounts, chattel paper, instruments and documents covering or relating general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing; (D) the Lock-Boxes and Deposit Accounts and the funds deposited in such accounts; and (E) to the above described propertyextent not included in the foregoing, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including, without limitation, the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for principal, interest, fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Borrower hereby pledges, assigns and sets over to the Owner, as security Administrative Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthLenders, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (Administrative Agent for its benefit and its assigns) the ratable benefit of the Lenders a first priority security interest in in, all of TERIthe Borrower’s right, title and interest in and to the followingfollowing (collectively, to the extent they relate to Loans purchased by “Collateral”): (A) the Owner:
(a) All personal property comprising and/or contained in Purchase Agreements and the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingParent Undertakings, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Borrower to receive moneys due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
Purchase Agreements or the Parent Undertakings, (ii) All funds all security interests and investments thereofproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (B) all Transferred Assets, whether in now owned and existing or hereafter acquired or arising, the form Related Security and Collections with respect thereto and all other assets of certificates of depositthe Borrower, repurchase agreementsincluding, U.S. Treasury Billswithout limitation, U.S. Treasury Notesaccounts, investment grade commercial chattel paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code))instruments, payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise intangibles (all hereinafter called as those terms are defined in the “Intangibles”UCC);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of undivided interests in any of the foregoing, (C) the Lock-Boxes and Deposit Accounts and (D) to the present and continuing right to make claim forextent not included in the foregoing, collect and receive, all proceeds of any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Security Interest. XXXX (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby pledgesconfirms and reaffirms the grant under the Existing Purchase Agreement, assigns and sets over without limiting the foregoing, hereby grants, to the Owner, as security Collateral Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Parties of, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in all of TERIthe Borrower’s right, title and interest in in, to and to (x) the Pledged Account and under all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on following, whether now or hereafter owned, existing or arising (collectively, the Closing Date as set forth in each “Collateral”): all of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingnow or hereafter existing in, to and under the extent they relate to Loans purchased by following of the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangibleBorrower’s assets, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingacquired, including, without limitation, all and wherever located (whether or not in the possession or control of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”Borrower);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of the foregoing: (I) all Receivables comprising the Receivable Pool; (II) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool; (VI) the Sale Agreement and all rights and remedies of the Borrower thereunder; (VII) all other assets in the Receivable Pool and Related Assets; (VIII) each Collection Account and the Payment Account; (IX) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, fixtures, general intangibles (including payment intangibles), goods (including equipment and inventory), instruments, investment property, letter-of-credit rights, letters of credit, money, as-extracted collateral, oil, gas and other minerals before extraction, software, supporting obligations, insurance policies and things in action; (X) all rights, interests, remedies, and privileges of the Borrower relating to any of the foregoing including the right to xxx for past, present, or future infringement of any or all of the foregoing; and (XI) to the extent not otherwise included, all products and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of the of the foregoing (including insurance proceeds), and all distributions (whether in money, securities, or other property) and collections from or with respect to any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;.
(b) All contract and other rights of XXXX The parties hereto agree that this Agreement is not intended to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each constitute a novation or a termination of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from obligations under the Owner Existing Purchase Agreement and that the security interest created pursuant to each of the Guaranty Agreements, Existing Purchase Agreement is hereby confirmed and any separate undertaking or agreement by is intended to continue and to secure the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Borrower Obligations under this Agreement which amends and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of restates the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralExisting Purchase Agreement.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns To secure the payment and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations (as hereinafter defined), all obligations of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described MBC in Section 2 of this Agreementhereof (the “Obligations”), including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include MBC hereby grants Xxxx Xxxxxxx a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to (the Owner (and its assigns“Security Interest”) a first priority security interest in all of TERI’s right, title and interest in and to the followingfollowing property (any quoted term used in this Paragraph which is a defined term under the Commercial Code is being used as defined in the Commercial Code except as otherwise defined herein), subject to any subordination or agreement as to priority entered into by Xxxx Xxxxxxx under the extent they relate to Loans purchased by the OwnerIntercreditor Agreement or under a separate subordination agreement with Xxxxxx or Xxxxxxx:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangibleReceivables of Borrower, whether now owned or hereafter existing, or owned, acquired by XXXX or arising hereafter, together with all customer lists, original books and wheresoever locatedrecords, including without limitation:
(i) All contract rightsledger and account cards, claimscomputer tapes, instrumentsdiscs, notes printouts and accountsrecords, whether now existing in existence or hereafter created. “Receivables” means all rights of Borrower to the payment of money, whether or not earned and howsoever evidenced or arising, including (without limitation) all present and future “Accounts”, “Chattel Paper” including, without limitation, all of the same evidencing or representing indebtedness due or “Electronic Chattel Paper” and “Tangible Chattel Paper”, “Instruments,” and rights to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities payment which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code))“General Intangibles” including, payment intangibles and general intangibleswithout limitation, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Payment Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all bookssecurity therefor including, recordswithout limitation, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, Supporting Obligations” and all proceeds of Borrower's rights as an unpaid seller of goods (including rescission, replevin, reclamation and stopping in transit) and all of Borrower's rights to any goods represented by any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoingforegoing including returned or repossessed goods;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Financial Assistance and Indemnity Agreement (MBC Holding Co)
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called documentation evidencing any of the “Related Documents”)foregoing;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interestof the foregoing (including all of Seller’s rights, dividends and/or other earningstitle and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to xxxx its computer records, tapes and other rights of XXXX electronic medium to receive payment of Guaranty Fees, other than evidence the XXXX Guarantee Fee Entitlement, from interests granted to Buyer hereunder.
(c) Subject to the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under the Repurchase Documents that upon receipt of notice of an Event of Default under this Agreement, the buyer 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 the foregoing. All , upon repayment of the outstanding purchase price under the Mortgage Loan Repurchase Agreement and termination of all obligations of the buyer thereunder or other termination of the Repurchase Documents following repayment of all obligations thereunder that the Repurchase Document buyer is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the Repurchase Documents) then in its possession or control.
(e) The foregoing property in which the Owner has been granted provisions of this Section 4.02 are intended to constitute a security interest is herein collectively referred agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as “Collateral.” It is expressly understood defined under Sections 101(47)(A)(v) and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds 741(7)(A)(xi) of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderBankruptcy Code.
Appears in 1 contract
Security Interest. XXXX As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby pledges, assigns and sets over to the Owner, as security Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of TERIthe Seller’s right, title and interest in in, to and to under (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each but none of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iiiSeller’s obligations under) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Ownerwhether now or hereafter existing or arising:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this SPV Purchase Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive moneys due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
SPV Purchase Agreement, (ii) All funds all security interests and investments thereofproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the SPV Purchase Agreement, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightall rights of the Seller to receive proceeds of any insurance, title and interest of XXXX in indemnity, warranty or to all instruments and documents covering or relating guaranty with respect to the above described propertySPV Purchase Agreement, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interestclaims of the Seller for damages arising out of or for breach of or default under the SPV Purchase Agreement, dividends and/or other earnings and (v) the right of any kind which are paid the Seller to compel performance and otherwise exercise all remedies thereunder,
(b) all Receivables, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC) owned by the Seller and not otherwise purchased or scheduled to or derived be purchased under this Agreement,
(c) the Lock-Box Accounts and Blocked Accounts and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing any of the Pledged Accountforegoing and
(d) to the extent not included in the foregoing, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Security Interest. XXXX As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, principal and interest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby pledges, assigns and sets over to the Owner, as security Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of TERIthe Seller’s right, title and interest in and to (xA) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Preceding Purchase Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive moneys due or to become due under or pursuant to XXXX (all hereinafter called the “Accounts”);
Preceding Purchase Agreements, (ii) All funds all security interests and investments thereofproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Preceding Purchase Agreements, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14iii) all rights of the Uniform Commercial Code))Seller to receive proceeds of any insurance, payment intangibles indemnity, warranty or guaranty with respect to the Preceding Purchase Agreements, (iv) claims of the Seller for damages arising out of or for breach of or default under the Preceding Purchase Agreements, and general intangibles(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 arising acquired or arising, the Related Security with respect thereto and wheresoever locatedthe Collections and all other assets, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightincluding, title and interest of XXXX in or to all without limitation, accounts, chattel paper, instruments and documents covering or relating to general intangibles (as those terms are defined in the above described propertyUCC), including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the present Cash Collateral Account, and continuing right (D) to make claim forthe extent not included in the foregoing, collect and receive, all proceeds of any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt and complete payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Agent a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All and under all of Borrower’s personal property comprising and/or contained in and other assets including without limitation the Pledged Account, following (except as provided in this Agreement, both tangible and intangible, set forth herein) whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) All contract rights, claims, instruments, notes Goods; and accounts, all other tangible and intangible personal property (other than Intellectual Property) of Borrower whether now existing or hereafter arisingowned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent and only to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, all Sections 9406, 9407 and 9408 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)UCC), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights any property that the granting of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest therein is herein collectively referred contrary to as “Collateralapplicable law.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX Paragraph 6 of the Secured Obligations Agreement (as hereinafter defined), all of TERI’s right, title "Security Interest") is hereby deleted and interest replaced in and to (x) its entirety by the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 following provisions of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the OwnerSection 6:
(a) All personal property comprising and/or contained Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for U.S. Federal, state and local income or franchise tax purposes) and not loans from Buyer to Seller secured by the Purchased Loans. However, in the Pledged Accountevent any Transaction is deemed to be a loan, Seller shall be deemed to have pledged to Buyer as provided security for the performance by Seller of its obligations under such Transaction and shall be deemed to have granted to Buyer a security interest in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rightsthe Blocked Account, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, (ii) all of the same evidencing or representing indebtedness due or to become due to XXXX Purchased Loans (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofincluding those identified in Confirmations, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title all Income from the Purchased Loans and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;.
(b) All contract and other rights of XXXX To the extent Buyer is deemed to receive payment of Guaranty Fees, other than have a security interest with respect to the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty AgreementsPurchased Loans, and any separate undertaking or agreement by with respect to the Owner to pay such subsequent Guarantee Fees; security interests granted in subsection (c) All Recoveries of this Section 6, Buyer shall have all of the rights and may exercise all rights of XXXX to receive or collect Recoveries; the remedies of a secured creditor under the UCC and (d) All proceeds any other applicable law. In furtherance of the foregoing. All , (1) Seller, at its sole cost and expense, shall cause to be filed as a protective filing with respect to the Purchased Loans and as a UCC filing with respect to the security interests granted in subsection (c)) of this Section 6 (i) a UCC financing statement in the form of Schedule 7-A attached hereto (to be filed in the filing office indicated therein), (ii) amendments to such UCC financing statement in the form of Schedule 7-B attached hereto and having attached to each such UCC financing statement amendment a description of the foregoing property Purchased Loans which identifies the Purchased Loans by setting forth (a) the name of the borrower with respect to each Purchased Loan, (b) the loan agreement (including the date) or other document, agreement or instrument pursuant to which each Purchased Loan was made or is governed, and (c) the initial or then outstanding principal amount of each Purchased Loan, and (iii) such other UCC filings, in which such locations as may be necessary to perfect and maintain perfection and priority of the Owner has been granted a outright transfer and the security interest is herein collectively referred to as “Collateral.” It is expressly understood granted hereby (including under Section 22 of this Annex I) and, in each case, continuation statements and agreed that this security interest and assignment shall automatically attach to any and all future deposits toamendments thereto (collectively, earnings fromthe "Filings"), and proceeds shall forward copies of the Pledged Account immediately such Filings to Buyer upon deposit or accrualcompletion thereof, and (b) Seller shall from time to time, at its own expense, deliver and cause to be duly filed all Guaranty Fees such further filings, instruments and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly documents and take all such further action, and execute and deliver to the Owner such other documents, actions as may be necessary or desirable or as may be requested from time by Buyer with respect to time by the Owner to create, evidence, maintain perfection and effect priority of the Owner’s outright transfer of the Purchased Loans and the security interest deemed granted hereunder and in the Pledged Account Purchased Loans and the other rights and remedies of the Buyer with respect to the Purchased Loans (including under Section 22 of this Annex I) (including the payments of any fees and taxes required in connection with the execution and delivery of the Agreement).
(c) Seller hereby pledges to Buyer, as security for the performance by Seller of its obligations under all Transactions, all Hedging Transactions relating to Purchased Loans entered into by Seller and all proceeds thereof. Seller shall take all action as is necessary or desirable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged hereunderto Buyer pursuant to the terms of this Section 6(c).
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a A first priority position security interest in all assets of TERI’s rightGuarantor and Borrower, title including, but not limited to, the following property (collectively, the “Collateral”):
A. All present and interest in future accounts, accounts receivable, other receivables and to the followingclaims for money due, to the extent they relate to Loans purchased by the Owner:instruments, documents, chattel paper, contract rights, and general intangibles;
(a) B. All personal property comprising and/or contained in the Pledged Accountraw materials, as provided in this Agreementsupplies, both tangible work-in-process, finished goods, and intangibleall other inventory of whatsoever kind or nature, wherever located, whether now owned or hereafter acquired by XXXX acquired;
C. All machinery, equipment, vehicles, furniture, tools and wheresoever trade fixtures and all substitutions and replacements thereof wherever located, and all attachments, accessions, parts, and additions thereto, whether now owned or hereafter acquired;
D. All of Guarantor’s and Borrower’s deposit accounts (whether checking, savings, or otherwise) with the Bank or any other depository institution, whether now or hereafter existing and including without limitation:accounts held jointly with others;
E. All monies, securities, drafts, notes, and other property of Guarantor and Borrower and the proceeds thereof, now or hereafter held or received by or on behalf of the Bank from or for Guarantor or Borrower, whether for custody, pledge, transmission or otherwise;
F. All general intangibles, whether now owned or hereafter acquired;
G. All investment property whether now owned or hereafter acquired;
H. All books and records evidencing or relating to any of the foregoing; and
I. Any and all proceeds and products of the foregoing (“Proceeds”). Notwithstanding the foregoing, the security interest granted herein and/or in the Security Agreement shall not extend to and the term "Collateral" shall not include the following (“Excluded Property”) (i) All contract rights, claims, instruments, notes and accounts, any general intangibles (whether now existing owned or hereafter arising, held as licensee or lessee or otherwise including, without limitationfor the avoidance of doubt, all leasehold interests as lessee or sublessee under real property leases and subleases) to the extent that the granting of the same evidencing a security interest therein would be contrary to applicable law or representing indebtedness due create a default under any agreement governing such property, right or to become due to XXXX license (all hereinafter called the “Accounts”but only if such restrictions are enforceable as a matter of law);
; (ii) All funds any equipment financed by another lender or lessor under documentation that prohibits the granting of a second lien thereon executed prior to the date of this Agreement or which is subject to a Permitted Lien; (iii) any intent-to-use trademarks, prior to the filing of a “Statement of Use” with respect thereto if and investments thereof, whether solely to the extent that (and so long as) any such intent-to-use trademark application would be rendered void by the attachment or creation of a security interest in the form right, title or interest of certificates Borrower therein); provided, however, that the foregoing exclusions shall not apply in any case if (x) such prohibition has been waived or such other Person has otherwise consented to the creation hereunder of deposita Lien and security interest in such assigned contract, repurchase agreementsGeneral Intangible, U.S. Treasury Billsinstrument, U.S. Treasury Noteslicense, investment grade commercial chattel paper, U.S. Treasury Bondsproperty or asset, Federal agency notes or other investments(y) such prohibition, securities (whether certificated or uncertificated and specifically including the term that relates or gives rise thereto, would be rendered ineffective pursuant to any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8of Sections 9-102(a)(14) 406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code), as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, further, that Excluded Property shall not include (1) Proceeds (as such term is defined in the UCC), payment intangibles substitutions or replacements of any Excluded Property referred to in the foregoing clauses (i), (ii) and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii), unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to in the foregoing clauses (i), (ii) All rightand (iii), title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv2) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking Inventory or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderany deposit account.
Appears in 1 contract
Security Interest. XXXX To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby pledges, assigns and sets over grants to the OwnerAdministrative Agent, as security for payment by XXXX the benefit of the Purchasers and the other Secured Obligations (as hereinafter defined)Parties, all of TERI’s right, title and a continuing security interest in and 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”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (xiii) all Collections with respect to such Unsold Receivables, (iv) the Pledged Account Lock-Boxes and Collection Accounts and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Accounttherein, and all proceeds of any of the foregoingcertificates and instruments, and the present and continuing right to make claim forif any, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the Owner obligations) of the Seller under the Purchase and Contribution Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to createthe payment of money, evidenceinsurance claims and proceeds, maintain and effect the Owner’s security interest all general intangibles (including all payment intangibles) (each as defined in the Pledged Account UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. 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 pledged hereunderand remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the 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.
Appears in 1 contract
Security Interest. XXXX (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the Servicing Rights, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rightsall Assets identified on an Asset Schedule or Schedule 2 herein;
(ii) all Servicing Rights arising under or related to any Servicing Contract and related Servicing Rights Asset;
(iii) all Receivables arising under or related to any Servicing Contract;
(iv) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, claimsSecuritization Transaction or Participation Agreement identified on Schedule 2 hereof;
(v) the Dedicated Accounts and the Xxxxxx Mae Account;
(vi) all rights under the Underlying Spread Documents;
(vii) all rights under each Participation Agreement (other than rights with respect to Mortgage Loans that are not related to Agency Servicing Rights included within any Participation Agreement);
(viii) all records, instrumentsinstruments or other documentation evidencing any of the foregoing;
(ix) all “general intangibles”, notes “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and accounts, whether now existing “money” as defined in the Uniform Commercial Code relating to or hereafter arising, constituting any and all of the foregoing (including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightSeller’s rights, title and interest of XXXX in or to all instruments and documents covering or relating to under the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, Participation Agreements and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsServicing Contracts); and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. XXXX (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby pledges, assigns and sets over grants to the OwnerAdministrative Agent, as security for payment by XXXX the benefit of the Purchasers and the other Secured Obligations (as hereinafter defined)Parties, all of TERI’s right, title and a continuing security interest in and 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”):
(i) all Unsold Receivables;
(ii) all Related Security with respect to such Unsold Receivables;
(xiii) all Collections with respect to such Unsold Receivables;
(iv) all Pledged Collateral including the Pledged Receivables;
(v) the Pledged Account Lock-Boxes and Collection Accounts, including the rights of the Seller in the Pledgor Collection Account, other than the Excluded Collection Accounts and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementtherein, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators certificates and currently held by U.S. Bank National Association as Trustee in instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts other than the Existing Pledged Account created under each Excluded Collection Accounts and amounts on deposit therein;
(vi) all rights (but none of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each obligations) of the Account Security Agreements; Seller under the Purchase and Sale Agreement;
(ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iiivii) all Recoveriesrights (but none of the obligations) of the Seller under the Pledgor Purchaser Assignment including, which Recoveries shall be remitted by or on behalf but not limited to, all rights (but none of XXXX to the Trustee on obligations) of the 15th day of each month for Recoveries received during Pledgor under the preceding month, Pledgor Purchase and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to Sale Agreement and the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:other Transaction Documents;
(aviii) All all other personal and fixture property comprising and/or contained in or assets of the Pledged Account, as provided in this Agreement, both tangible Seller of every kind and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, 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 defined in the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”UCC);
(iiix) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Investment Account and all Permitted Investments contained therein, the Pledged Deposit Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon amounts on deposit or accrualtherein, and all Guaranty Fees certificates and Recoveries immediately upon the receipt thereofinstruments, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further actionif any, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in evidencing the Pledged Investment Account and the other rights pledged hereunder.Pledged Deposit Account; and
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rightsthe Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, claimsinstruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, instruments“accounts”, notes “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and accounts, whether now existing “money” as defined in the Uniform Commercial Code relating to or hereafter arising, constituting any and all of the foregoing (including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightSeller’s rights, title and interest of XXXX in or to all instruments and documents covering or relating to under the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, Base Indenture and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsSeries 0000-XXXXXXX0 Xxxxxxxxx Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract [Reserved].
(c) Buyer and other rights of XXXX Seller hereby agree that in order to receive payment of Guaranty Feesfurther secure Seller’s Obligations hereunder, other than the XXXX Guarantee Fee EntitlementSeller hereby assigns, from the Owner under each pledges, conveys and grants to Buyer a security interest in (i) as of the Guaranty Agreements; TERIClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner “Repurchase Assets”) to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and secure the Obligations.
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing. All , upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to (iv) any and all future deposits toreplacements, earnings fromsubstitutions, and distributions on or proceeds of the Pledged Account immediately upon deposit or accrual, any and all Guaranty Fees of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and Recoveries immediately instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the receipt thereofoutstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, without the making or doing of any further act or thing whatsoever. XXXX Buyer shall promptly take all further action, and execute and deliver to the Owner such buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other documentsbuyer thereunder is no longer CSFB, as may be requested from time CSCIB, or any Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to time by the Owner constitute a security agreement or other arrangement or other credit enhancement related to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account this Agreement and the other rights pledged hereunderTransactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. XXXX To further secure the Obligations, and without limiting the legal operation and effect of any other Credit Document, Debtor hereby pledges, collaterally assigns and sets over to Secured Party for the Owner, as security for payment by XXXX benefit of the Investors, and grants Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) Party for the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each benefit of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Investors a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first first-priority security interest in and lien upon, all of TERI’s rightDebtor's now owned and hereafter acquired, title created or arising Property described below, and interest in each case regardless of where such Property may be located and whether such Property may be in the possession of Debtor, Secured Party, or a Third Party, and, if any of such Property may be held or stored with any Third Party, together with all of Debtor's rights now owned and hereafter acquired, created or arising relating to the followingstorage, withdrawal and retrieval thereof and access thereto (all of which Property described below and all such rights of storage, withdrawal, retrieval and access, in each case both now owned and hereafter acquired, created or arising, being referred to the extent they relate to Loans purchased by the Owner:herein as "Collateral"):
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether of Debtor's now owned and hereafter acquired, created or hereafter acquired by XXXX and wheresoever located, including without limitation:
arising (i) All contract rights"accounts" (as "account" is defined in Article 9), claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofrights to payment of any monetary obligation, whether in the form of certificates of depositor not earned by performance, repurchase agreements(A) for property that has been or is to be sold, U.S. Treasury Billsleased, U.S. Treasury Noteslicensed, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever locatedassigned, or otherwise disposed of, (all hereinafter called B) for services rendered or to be rendered, (C) for a policy of insurance issued or to be issued, (D) for a secondary obligation incurred or to be incurred, or (E) arising out of the “Intangibles”);
use of a credit or charge card or information contained on or for use with the card, and (iii) All rightrights of stoppage in transit, title replevin, repossession and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files reclamation and other data (rights and remedies of an unpaid vendor, lienor or secured party, and all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or guaranties or other earnings contracts of any kind which are paid suretyship with respect to or derived from any of the Pledged Accountforegoing property, and all proceeds deposits, Letters of Credit, and other security for the obligation of any Account Debtor relating in any way to any of the foregoingforegoing property, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract credit and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and insurance for any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.("Accounts"); and
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX Paragraph 6 of the Secured Obligations (Agreement is hereby modified in its entirety to read as hereinafter defined)follows: Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing property, whether now owned or hereafter acquired by XXXX and wheresoever locatedacquired, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingcreated and wherever located (collectively, the "Collateral") to Buyer to secure the payment and performance of all amounts or obligations owing to Buyer pursuant to the Agreement and the related documents described herein:
(a) the Portfolio Securities, all "securities accounts" (as defined in Section 8-501 (a) of the UCC) to which any or all of the Portfolio Securities are credited and all "securities entitlements" (as defined in Section 8-102(a)(17) of the UCC) therein;
(b) the Purchased Loans, Servicing Agreements, Servicing Records, insurance relating to the Purchased Loans, and all of Seller's "deposit accounts" (as defined in the UCC, including, without limitation, all of collection and escrow accounts) relating to the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)Purchased Loans;
(iic) All funds the Cash Management Account and investments thereof, whether all monies from time to time on deposit in the form of certificates of depositCash Management Account;
(d) all "general intangibles" (including "payment intangibles"), repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial "accounts," "chattel paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated ," "documents" and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary ("instruments" as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or UCC relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged AccountFor purposes of this Section 14.3, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:-----------------
(i) All contract rightsthe Odyssey Entities (and any other Affiliate of the Odyssey Entities to whom the Odyssey Entities transfer any part of their Partnership interests pursuant to Section 12.2(a)) shall be deemed a single "Partner" and (ii) Reckson and any other Affiliate of Reckson to whom Reckson transfers any part of its Partnership interests pursuant to Section 12.2(a) shall be deemed a single "Partner", claimsand any action taken by the Odyssey Entities or the Reckson Entities, instrumentsas the case may be, notes in either capacity shall bind it in both capacities, the interest in the Partnership of such "Partner" shall be deemed to be both the limited and accountsgeneral partnership interests, whether now existing and any notice to or hereafter arisingfrom any such Partner shall be deemed a notice to or from both of such Partners. Each Partner hereby assigns and grants to the other Partner a first priority lien upon, and a security interest in, the interest of such Partner in the Partnership and all amounts, payments and proceeds becoming distributable or payable to such Partner by the Partnership (including, without limitation, the TI Reserve), as collateral security for the payment and performance of such Partner's obligations under this Agreement (including, without limitation, all of Reckson's obligations with respect to the same evidencing Odyssey Put Right); provided, however, that for so long as the Pledge Loan is outstanding the lien and security interest granted by the Odyssey Entities hereunder shall be subject and subordinate to the lien and security interest granted to the Pledge Lender. Each Partner shall execute such financing statements as the other Partner shall reasonably request in order to perfect and maintain the perfection of the lien and security interest herein granted. Any transfer of the Partnership interest of a Partner shall be subject to such lien and security interest. Each Partner shall notify each other Partner within thirty (30) days of any change in its chief executive offices from that set forth in Article 17.
(b) If (and only if) a Partner becomes a Defaulting Partner, (x) all amounts, payments and proceeds which may become distributable or representing indebtedness due or payable by the Partnership to become such Defaulting Partner which are secured by a security interest created pursuant to paragraph (a) above shall, subject to the rights of the Pledge Lender if Reckson is not the Defaulting Partner and the Pledge Loan is then outstanding, be paid to the Non-Defaulting Partner until all amounts due to XXXX the Non-Defaulting Partner have been paid in full, but shall nevertheless be deemed to have been distributed to the Defaulting Partner and (y) the Non-Defaulting Partner may withdraw from the TI Reserve all hereinafter called amounts due to it up to the “Accounts”);amount of the Defaulting Partner's Share.
(iic) All funds Notwithstanding that each Partner has granted to the other Partners a lien and investments thereof, whether security interest in such Partner's interest in the form of certificates of depositPartnership, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on no Partner shall have the right to exercise its remedy as a book entry system through any securities intermediary (as defined in § 8-102(a)(14) secured party under such version of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner Code as is applicable pursuant to each of the Guaranty AgreementsSection 9.8 hereof to sell, and any separate undertaking assign or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted deliver a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security Defaulting Partner's interest in the Pledged Account Partnership unless and until such Partner obtains a final judgment from a court of competent jurisdiction as to the other rights pledged hereunderdefault by such Defaulting Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Reckson Associates Realty Corp)
Security Interest. XXXX All of the Obligations of all Borrowers constitute one loan secured by the Agent's security interests in the Collateral for the benefit of the Lenders and by all other security interests, liens, mortgages, claims and encumbrances now or from time to time hereafter granted by each Borrower and WQD to the Agent for the benefit of the Lenders. To secure timely payment and performance in full of the Obligations, and to secure the Obligations of any Loan Party under any Interest Rate Agreement entered into with any Lender, each Loan Party hereby assigns, conveys, mortgages, pledges, assigns hypothecates and sets over transfers and hereby grants to the OwnerAgent or reaffirms its prior assignment, as conveyance, mortgage, pledge, hypothecation, transfer and grant to the Agent for the benefit of Lenders of a right of setoff against and a continuing lien upon and security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s such Person's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal following property comprising and/or contained and interests in the Pledged Account, as provided in this Agreement, both tangible and intangibleproperty, whether now owned or hereafter acquired by XXXX such Person and wheresoever located: (i) Accounts; (ii) General Intangibles; (iii) Fixtures; (iv) Inventory; (v) Equipment; (vi) Intellectual Property; (vii) all of such Person's deposit accounts (general or special) with any financial institution with which such Person maintains deposits; (viii) all of such Person's now owned or hereafter acquired monies, chattel paper, notes, documents, instruments and any and all other property and interests in property of such Person now or hereafter coming into the actual possession, custody or control of the Agent or any agent of the Agent or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (ix) all insurance policies relating to any of the foregoing, including without limitation:
limitation business interruption insurance; (ix) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or such Person's books and records relating to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles foregoing; (xi) all accessions and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited additions to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Accountsubstitutions for, and all proceeds replacements of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (dxii) All all cash collections from, and all other cash and non-cash proceeds of, any of the foregoing. All In addition, concurrently with the execution of this Agreement, each Borrower and WQD shall grant and convey to the foregoing property in which Agent for the Owner has been benefit of Lenders (if not previously granted a and conveyed to the Agent), as security interest is herein collectively referred for the Obligations, mortgage liens on all of such Person's Real Estate subordinate only to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings fromthose mortgages or deeds of trust listed on EXHIBIT 6.5 hereto, and proceeds of the Pledged Account immediately upon deposit or accrual, each Borrower and all Guaranty Fees WQD shall grant and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver convey to the Owner Agent mortgage liens on all real property of such other documentsPerson hereafter acquired. The Agent's liens and security interests for the benefit of Lenders shall be first and prior perfected liens or security interests with respect to all Collateral, except as may be requested from time to time by the Owner to create, evidence, maintain set forth in EXHIBIT 6.5 hereto and effect the Owner’s security interest except as expressly permitted in the Pledged Account and the other rights pledged hereundersubsection 8.1 hereof.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over (a) Subject to the Ownerterms of the Xxxxxx Xxx Acknowledgment Agreement, the Borrower hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment and performance by XXXX the Borrower of the Secured Obligations (as hereinafter defined)Obligations, a security interest in all of TERIthe Borrower’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained and under, in the Pledged Account, as provided in this Agreement, both tangible and intangibleany case, whether now owned held or hereafter acquired by XXXX and wheresoever located, including without limitationacquired:
(i) All contract rightsall Xxxxxx Xxx MSRs;
(ii) all Servicing Income;
(iii) the Collection Account and all sums from time to time on deposit therein; 742613903 21686243
(iv) each Approved Subservicing Agreement to the extent it relates to the Mortgage Loans;
(v) all Related Security;
(vi) all rights to have and receive any of the Collateral described above, claimsall accessions or additions to and substitutions for any of such Collateral, instrumentstogether with all renewals and replacements of any of such Collateral, notes all of the Borrower’s present and future accounts, payment intangibles and general intangibles arising from or relating to any Collateral;
(vii) all Records relating to and all Proceeds of the foregoing, including all insurance and claims for insurance effected or held for the benefit of the Borrower or the Administrative Agent in respect of any Xxxxxx Xxx MSRs, in each case whether now existing or hereafter arising, includingaccruing or accrued, without limitationbut excluding, all for the avoidance of doubt, any Servicing Advance Receivables (collectively, (i)-(vii), the “Collateral”); provided that the Borrower shall not assign or pledge to the Administrative Agent on behalf of the same evidencing Lenders, or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether grant a security interest in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All Borrower’s right, title and interest of XXXX interest, in to or to all instruments and documents covering or relating to under, the above described propertyExcess Yield.
(a) The parties acknowledge that Xxxxxx Xxx has certain rights under the Xxxxxx Xxx Acknowledgment Agreement, including but not limited tothe right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein. The transferee servicer shall have all the rights and remedies against the Borrower and the Collateral as set forth herein and under the UCC.
(b) The Borrower will promptly, all booksat its own expense, records, computer printouts, tapes, disks, ledger sheets, files execute and other data (all deliver such instruments and documents being called and deliver such financing and continuation statements and take such other actions as the “Related Documents”);
(iv) All interestAdministrative Agent may reasonably request from time to time in order to perfect, dividends and/or other earnings of any kind which are paid protect, evidence, exercise and enforce the Administrative Agent’s and each Lender’s interests, rights and remedies under and with respect to the Transaction Documents (other than the Acknowledgment Agreements), the Advances and the Collateral. To the extent the Borrower has filed or derived from caused the Pledged Accountfiling of any document as provided above, the Borrower shall deliver to the Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.
(c) If the Borrower fails to perform any of its obligations in this Section 2.16, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such obligation, and all proceeds of any the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its obligations, the Borrower authorizes the Administrative Agent, at the option of the Administrative Agent and the present expense of the Borrower, at any time and continuing from time to time, to take all actions and pay all amounts that the Administrative Agent reasonably deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral, including the right to make claim forliquidate the Collateral (including the Xxxxxx Xxx MSRs), collect and receive, any the Administrative Agent’s Liens and all such interest, dividends and/or other earnings; and
(v) All interests therein or thereon and to give effect to the proceeds of all intent of the foregoing;
(b) All contract and other rights Transaction Documents. No Potential Event of XXXX to receive Default or Event of Default shall be cured by the payment or performance of Guaranty Feesany such obligation by the Administrative Agent on behalf of the Borrower. The Administrative Agent may make any such payment in accordance with any bill, other than the XXXX Guarantee Fee Entitlement, statement or estimate procured from the Owner under each appropriate public office or holder of the Guaranty Agreements; TERI’s rights claim to receive subsequent Guarantee Fees from 742613903 21686243 be discharged without inquiry into the Owner pursuant accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, Tax Lien, title or claim except to each of the Guaranty Agreements, and any separate undertaking or agreement extent such payment is being contested in good faith by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Borrower in appropriate proceedings and all rights of XXXX to receive or collect Recoveries; and against which adequate reserves are being maintained in accordance with GAAP.
(d) All proceeds of Upon Payment in Full, the foregoing. All of Administrative Agent shall release its security interests in the foregoing property in which the Owner has been granted a security interest is herein collectively referred Collateral and promptly file termination statements with respect to as “Collateral.” It is expressly understood each financing statement filed pursuant to this Section 2.16 and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, action as may reasonably be requested from time to time by the Owner Borrower to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderevidence such release.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Security Interest. XXXX As security for the payment and performance, in full of the Obligations, and any extensions, renewals, modifications or refinancings of the Obligations, the Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, assigns hypothecates and sets over transfers to the OwnerSecured Parties, as security for payment by XXXX of and hereby grants to the Secured Obligations (as hereinafter defined)Parties, their successors and assigns, a security interest in, all of TERI’s such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). In connection with the Security Interest and constituting a part of the Collateral for all of the Obligations secured by the Security Interest granted hereunder, the Parent hereby pledges and assigns to the Secured Parties, and grants to the Secured Parties a continuing security interest in, items (a) through (h) below, whether now existing or hereafter acquired or arising; notwithstanding the foregoing, without consent, the Grantor may grant a Senior Security Interest in hereinafter acquired assets, properties, leases (including corporations, partnerships, and other entities holding the foregoing) for use in its business, directly or through subsidiaries, which may be secured by the asset acquired and financed using cash payments of the Grantor and up to $2,000,000 of secured non-equity linked commercial debt. Said Senior Security Interest shall rank senior to the Secured Parties' Security Interest granted pursuant to this Agreement.
(a) all of the Parent's right, title and interest in the Subsidiaries;
(b) all of the Parent's share and to interest as shareholders in the business, assets, capital, profits, goodwill and other property of the Subsidiaries;
(xc) all of the Pledged Account Parent's rights, powers and all amounts on deposit or to be deposited therein as described in Section 2 privileges under the articles of this Agreementincorporation, including without limitation bylaws and other organizational documents of the Subsidiaries;
(id) any and all Guaranty Fees previously paid by Loan Originators fees, distributions and currently held by U.S. Bank National Association as Trustee in other payments and compensation due and to become due to each Grantor from the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; Subsidiaries;
(iie) any and all additional Guaranty Fees with securities, stock, partnership interests, membership interests, financial assets, founders fees, fees, distributions, receivables, contract rights, general intangibles and other amounts now or hereafter payable in respect to such Loans purchased by of the Owner, which fees will be deposited into Parent's interest in the Pledged Account on the Closing Date; and Subsidiaries;
(iiif) all Recoveries, which Recoveries shall investment property and securities entitlements in or arising from any of the foregoing;
(g) the proceeds (whether cash or non-cash) to be remitted by or on behalf of XXXX paid and payable to the Trustee on Parent or the 15th day Subsidiaries upon any sale or other transfer of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s any right, title and or interest of the Parent in and to the following, to the extent they relate to Loans purchased by the Owner:Subsidiaries; and
(ah) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all cash and non-cash proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX The conveyance of Receivables hereunder is intended as a true and absolute sale of such Receivables at law and for accounting purposes.
(a) The Seller hereby pledges, assigns and sets over grants to the OwnerAgent, as security for payment by XXXX its own benefit and for the ratable benefit of the Secured Obligations (as hereinafter defined)Purchasers and Liquidity Providers, a first priority security interest in all of TERI’s right, title and interest of the Seller in, to and under (whether such property is now owned or hereafter acquired by, or arising in favor of, the Seller and to (xwheresoever such property may be located) all Receivables, Related Security, Collections, the Pledged Account Policy, the Insurance Payments and the Blocked Accounts, and all amounts on deposit or to be deposited therein as described in Section 2 proceeds of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect foregoing, to Loans purchased on secure the Closing Date as set forth in each payment of the Account Security Agreements; Investment and any other amounts owing hereunder. The Seller, the Administrator and the Servicer shall hold in trust for the benefit of the Persons entitled thereto any Collections received pending their application pursuant to Section 1.1(d), Section 2.2 or Article III hereof. After the occurrence of a Termination Event, the Seller, the Servicer, and the Administrator shall not, without the prior written consent of the Agent, distribute any Collections to any Person other than the Agent and the Purchasers (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on Servicer, in payment of the 15th day of each month for Recoveries received during Servicer Fee to the preceding monthextent permitted hereunder) until all amounts owed under the Transaction Documents to the Agent and the Purchasers are indefeasibly paid in full.
(b) The Seller hereby assigns to Agent, and (y) TERI’s right to receive all Earnings. The foregoing shall or if the conveyances hereunder are not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereoftrue sales, XXXX hereby grants to the Owner Agent (for the benefit of the Agent, each Purchaser Agent, each Purchaser and its assigns) any other Person to whom any amount is owed hereunder), a first priority security interest in all of TERI’s the Seller's right, title and interest in and to the followingin, to and under the extent they relate Servicing Agreement and each Purchase Agreement.
(c) The Seller shall execute, file and record all financing statements, continuation statements and other documents required to Loans purchased by the Owner:
perfect or protect such grant. This grant includes (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible all monies due and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX the Seller from any Originator or the Servicer, as applicable, under or in connection with each Purchase Agreement and Servicing Agreement (including fees, expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreement), and (b) all hereinafter called the “Accounts”);
(ii) All funds rights, remedies, powers, privileges and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) claims of the Uniform Commercial Code))Seller against either Originator or the Servicer, payment intangibles as applicable, under or in connection with each Purchase Agreement and general intangibles, whether now existing or hereafter arising the Servicing Agreement. All provisions of the Servicing Agreement and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating each Purchase Agreement shall inure to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Accountbenefit of, and all proceeds may be relied upon by, the Agent, each Purchaser Agent, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the Agent shall have the sole right to enforce the Seller's rights and remedies under the Servicing Agreement and each Purchase Agreement to the same extent as the Seller could absent this grant, but without any obligation on the part of the Agent, each Purchaser Agent, each Purchaser or any other such Person to perform any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all obligations of the foregoing;
Seller under the Servicing Agreement and each Purchase Agreement (b) or any promissory note executed thereunder). All contract and other rights of XXXX amounts distributed to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner Seller under each of Purchase Agreement from Receivables sold to the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, Seller thereunder shall constitute Collections hereunder and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and shall be applied in accordance herewith.
(d) All proceeds This Agreement is a security agreement for purposes of the foregoingUCC. All Upon the occurrence of a Termination Event, the foregoing property Agent will have all rights and remedies of a secured party provided under the UCC after default as in which the Owner has been granted effect in all applicable jurisdictions, subject to determination as to whether this Agreement relates to a security interest is herein collectively referred to as “Collateralsale of accounts or a pledge of such accounts.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Alliance One International, Inc.)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month month, for Recoveries received during the preceding month, and (yb) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2006-3)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month month, for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Funding LLC)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt and complete payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Agent a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All and under all of Borrower’s personal property comprising and/or contained in and other assets including without limitation the Pledged Account, following (except as provided in this Agreement, both tangible and intangible, set forth herein) whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) All contract rights, claims, instruments, notes Goods; and accounts, all other tangible and intangible personal property of Borrower whether now existing or hereafter arisingowned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary (other than an Eligible Foreign Subsidiary) which shares entitle the holder thereof to vote for directors or any other matter, (b) any Intellectual Property except to the extent described in Section 3.1 above, (c) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, all Sections 9406, 9407 and 9408 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)UCC), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds any leasehold real property interest, license, lease or other contract or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (but only to the foregoing. All extent such prohibition on transfer or grant of the foregoing property in which the Owner has been granted a security interest is herein collectively referred enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), (e) any property to the extent that, and for as “Collateral.” It is expressly understood and agreed that this long as, such grant of a security interest and assignment is prohibited by any applicable law, rule or regulation; provided that the foregoing exclusion in this clause (e) shall automatically attach in no way be construed (i) to apply to the extent that any and all future deposits todescribed prohibition is unenforceable under Section 9406, earnings from, and proceeds 9407 or 9408 of the Pledged Account immediately upon deposit UCC or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making other applicable law or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver (ii) to apply to the Owner such other documentsextent that any consent or waiver has been obtained, as may be requested from time to time by or is hereafter obtained, that would permit the Owner to create, evidence, maintain and effect the OwnerAgent’s security interest or Lien notwithstanding the prohibition on the grant of a security interest in such property (f) Excluded Accounts, (g) motor vehicles or other assets in which a security interest may be perfected only though compliance with a certificate of title statute, (h) any property subject to the Pledged Account Sanofi Agreement as disclosed on Schedule 3.2 hereto, and the other rights pledged hereunder(i) any Cash securing reimbursement obligations permitted under this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (X4 Pharmaceuticals, Inc)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt and complete payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Agent a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All and under all of Borrower’s personal property comprising and/or contained in and other assets including without limitation the Pledged Account, following (except as provided in this Agreement, both tangible and intangible, set forth herein) whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) All contract rights, claims, instruments, notes Goods; and accounts, all other tangible and intangible personal property of Borrower whether now existing or hereafter arisingowned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, all Sections 9406, 9407 and 9408 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)UCC), payment intangibles and general intangiblesprovided further, whether now existing that upon the termination of such prohibition or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents consent being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid provided with respect to any license or derived from contract, such license or contract shall automatically be included in the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsCollateral; and
(v) All the proceeds of all of the foregoing;
(b) All any lease, license or other agreement and any property subject thereto on the Closing Date or on the date of the acquisition of such property (other than any property acquired by Borrower subject to any such contract and or other rights agreement to the extent such contract or other agreement was incurred in contemplation of XXXX such acquisition) to receive payment the extent that a grant of Guaranty Feesa security interest therein to secure the Secured Obligations would violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any other party thereto (other than the XXXX Guarantee Fee EntitlementBorrower or any Subsidiary) (but (A) only to the extent such prohibition is enforceable under applicable law, from rule or regulation, and (B) other than to the Owner under each extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesUCC); (c) All Recoveries any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination a party thereto (other than Borrower), provided that upon the termination and all rights release of XXXX to receive or collect Recoveriessuch cash collateral, such property shall automatically be included in the Collateral; and (d) All proceeds any trademark application filed on an “intent-to-use” basis until the earlier of the foregoing. All filing of a statement of use with respect thereto or the issuance of a registration therefor, (e) any Excluded Account, (f) assets as to Agent and Borrower agrees that the costs of obtaining or perfecting such security interest are excessive in relation to the benefit to the Lenders of the foregoing property in security to be afforded thereby, and (g) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Foreign Subsidiary or FSHCO which Equity Interests entitle the Owner has been granted a holder thereof to vote for directors or any other matter.
3.3 The security interest is herein collectively referred granted in Section 3.1 shall continue until the Secured Obligations (other than any inchoate indemnity or reimbursement obligations and any other obligations which, by their terms, are to as “Collateral.” It is expressly understood survive the termination of this Agreement) have been paid in full and agreed that this security interest and assignment shall automatically attach Agent has no further commitment or obligation hereunder or under the other Loan Documents to make any and all future deposits to, earnings fromfurther Advances, and proceeds of the Pledged Account immediately upon deposit or accrualshall thereupon terminate, and all Guaranty Fees and Recoveries immediately upon the receipt thereofLender shall, without the making or doing of any further act or thing whatsoever. XXXX shall promptly at Borrower’s expense, take all further action, and execute and deliver actions reasonably requested by Borrower to the Owner evidence such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereundertermination.
Appears in 1 contract
Samples: Loan and Security Agreement (Akero Therapeutics, Inc.)
Security Interest. XXXX hereby pledges(a) Buyer 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, assigns state and sets over local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the OwnerPurchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’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 payment by XXXX both its performance and for the performance of the Secured other Seller of all Obligations (as hereinafter defined)hereunder and under the Transaction Documents, each Seller hereby grants Buyer and Repo Agent, for the benefit of Buyer and Repo Agent, a security interest in all of TERIsuch Seller’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and to liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (xii) the Pledged Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, (v) the Remittance Account and all amounts and property from time to time on deposit therein, (vi) the Holdback Account, all Holdback Amounts and all other amounts and property from time to time on deposit in the Holdback Account, (vii) all Income from the Purchased Loans, inclusive of any related Advances, (viiivii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ixviii) all mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (xix) each Mortgagor Equity Certificate, if any, (xi) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to be deposited therein as described or constituting any and all of the foregoing items set forth in Section 2 of this Agreement, including without limitation clauses (i) through (viii) above, (xiix) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all Guaranty Fees previously paid of the foregoing, (xiii) all of such Seller’s rights under the applicable MSR Purchase Agreement dated on or around the Closing Date among the applicable Seller, the applicable Servicer and Buyer and any MSR (as therein defined) pledged to or received by Loan Originators such Seller pursuant to such MSR Purchase Agreement; items set forth in clauses (i) through (xivix) above, (xi) the Disbursement Account established by the Disbursement Agent and currently held by Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Trustee Disbursement Agent, and all amounts and property from time to time on deposit therein and (xvxii) any other property, rights, titles or interests as are specified in a Confirmation or Purchase Price Increase Confirmation, Trust Receipt, the Existing Pledged Account created under each of Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the Account Security Agreements items set forth in clauses (i) through (xvxii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, any security interest it may have in the Purchased Loans purchased on and any other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the Closing Date rights of Buyer and Repo Agent hereunder and under the other Transaction Documents.
(b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), 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 set forth a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of the Account Security Agreements; such Filings to each Seller upon completion thereof, and (ii) any each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all additional Guaranty Fees 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 Buyer to maintain and continue the 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 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 Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by financing statement or on behalf of XXXX statements relating to the Trustee on Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the 15th day proceeds related thereto (including a financing statement describing the collateral as “all assets of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblesuch Seller, whether now owned or hereafter acquired by XXXX and wheresoever or arising, wherever located, including together with all accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent may determine) without limitation:such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate.
(ic) All contract rightsFor the avoidance of doubt, claimsneither 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, instrumentseach 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, notes as applicable, and accountseach 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, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);.
(iid) All funds The pledges set forth in clauses (a) and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes (c) are intended to constitute security agreements or other investments, securities (whether certificated arrangements or uncertificated other credit enhancements related to this Agreement and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (Transactions hereunder as defined in § 8-102(a)(14under Sections 101(47)(A)(v) and 741(7)(xi) of the Uniform Commercial Bankruptcy Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. XXXX hereby pledges, assigns 3.1 To secure the payment and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations including all renewals, extensions, amendments, restructurings and refinancings of any or all of the Obligations, Borrower hereby grants to Xxxxx a continuing security interest in all of the following, whether nor owned or hereafter acquired, and wherever located (collectively, the "Collateral"): all Inventory, Equipment, Receivables, General Intangibles and Intellectual Property, Pledged Securities (as hereinafter defineddefined in paragraphs 4.1 and 4.1 below), including, without limitation, all of TERI’s Borrower's Deposit Accounts, all money, all collateral in which Greyrock Capital is granted a security interest pursuant to any other present or future agreement, all property now or at any time in the future in Greyrock Capital's possession, and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) all products of the foregoing, and all books and records related to any of the foregoing. The security interest in the Collateral granted by Borrower to Xxxxx hereunder is intended to be a second priority security interest second only to the security interest in the Collateral granted by Borrower to Greyrock Capital pursuant to the Loan and Security Agreement until such time as the obligations owing by Borrower to Greyrock Capital pursuant to the Loan and Security Agreement have been paid in full at which time this Agreement shall grant to Xxxxx a first priority security interest in the Collateral.
4.1 To secured the payment and performance of the Obligations, Interplay, Interplay OEM and any of their subsidiaries (each hereinafter referred to as a "Pledgor" and collectively referred to as "Pledgors") hereby delivers, pledges and grants a security interest in and assigns to Xxxxx all Pledgors' right, title and interest in and to (x) the Pledged Account and all amounts on deposit securities or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether limited liability company interests now owned or hereafter acquired owned by XXXX and wheresoever locatedPledgors, including without limitation:, those more particularly described on Exhibit A attached hereto, together with all distributions, dividends, substitutions, conversions or proceeds thereof (all in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignments in blank, and any required transfer tax stamps), as well as all general intangibles, investment property and securities entitlements relating thereto and proceeds resulting therefrom.
(i) All contract rights4.2 In the case of certificated securities, claimseach Pledgor under paragraph 4.1 shall promptly deposit with Xxxxx, instrumentsany certificates, notes stock, securities, warrants, options or other documents representing and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or rights pledged. In the case of uncertificated securities, each Pledgor hereby agrees to become due give written instructions to XXXX (all hereinafter called the “Accounts”);
(ii) All funds issuer thereof to register the pledge hereunder in the books and investments thereofrecords maintained by such issuer, whether and to obtain from such issuer a Confirmation of Issuer in the form of certificates of depositsatisfactory to Xxxxx to confirm that the Issuer has so registered said pledge. Such certificates, repurchase agreementsstock, U.S. Treasury Billsequity securities, U.S. Treasury Noteswarrants, investment grade commercial paperoptions, U.S. Treasury Bonds, Federal agency notes voting or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, rights and all proceeds of any thereof shall stand pledged and assigned as collateral security of the foregoing, Obligations in the same manner as the property described in paragraphs 4.1 and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
4.2 hereof. (v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property described in which paragraphs 4.1 and 4.2 hereof is hereinafter collectively called the Owner has been granted a security interest is herein collectively referred to as “Collateral"Pledged Securities.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.")
Appears in 1 contract
Samples: Reimbursement and Security Agreement (Interplay Entertainment Corp)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX Paragraph 6 of the Secured Obligations SIFMA Master is hereby amended and restated in its entirety to read as follows:
(as hereinafter defined)a) Seller hereby grants to Agent, for the benefit of the Buyers, a first priority security interest in all of TERISeller’s right, title and interest in and to (x) all loans identified in the Pledged Account and all amounts on deposit or Portfolio Schedule applicable to be deposited therein as described in Section 2 of each Transaction entered into under this Agreement, including without limitation (i) any all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all Guaranty Fees previously paid by Loan Originators rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, and currently held by U.S. Bank National Association as Trustee all proceeds thereof (collectively, the “Collateral”), to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). This Agreement shall create a continuing security interest in the Existing Pledged Account created Collateral (notwithstanding any deemed repurchase by Seller under each an expiring Transaction and simultaneous deemed purchase by Buyers under a subsequent Transaction of any Roll-Over Securities) and shall remain in full force and effect until such security interest is released pursuant to (and to the Account Security Agreements extent provided in) Paragraph 6(c) below or until all unpaid Repurchase Price with respect to Loans purchased on outstanding Transactions under this Agreement have been indefeasibly paid in full (without application of any set off or netting). Agent (for the Closing Date as set forth in each benefit of the Account Security Buyers) shall have, with respect to all the Collateral, in addition to all other rights and remedies available to Agent (for the benefit of the Buyers) under the Transaction Agreements; , all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction.
(iib) any Seller hereby authorizes Agent to file such financing statements (and all additional Guaranty Fees continuation statements with respect to such Loans purchased by financing statements when applicable) as may be necessary to perfect the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX security interest granted pursuant to the Trustee on foregoing Paragraph 6(a) under the 15th day Uniform Commercial Code of each month for Recoveries received during the preceding month, and relevant jurisdiction (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant which financing statements may describe the collateral as “All of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s Debtor's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained all loans identified in the Pledged Accountschedule (as such schedule is amended and restated from time to time, each a "Portfolio Schedule") applicable to each transaction entered into under the 1996 SIFMA Master Repurchase Agreement dated as provided in this of February 3, 2016 (the "Repurchase Agreement"), both tangible between Debtor, Coöperatieve Rabobank, U.A., New York Branch and intangible, whether now owned or hereafter acquired by XXXX and wheresoever locatedthe other Buyers from time to time party thereto, including without limitation:
Annex I thereto (i) All contract rightsand as amended thereby), claimsall rights to payment arising thereunder, instruments, notes all instruments that may from time to time evidence such loans and accountsall rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, includingand all proceeds thereof.”).
(c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and the Buyers (i) upon payment of the Repurchase Price for any Transaction (including by application of set off or netting in accordance with Paragraph 12 of this Agreement (but subject to Paragraph 12 of Annex I hereto)), without limitationfurther action by any Person, all but solely with respect to the Purchased Securities in respect of the same evidencing or representing indebtedness due or such Transaction that are not Roll-Over Securities with respect to become due to XXXX (all hereinafter called the “Accounts”);
such Transaction, and (ii) All funds upon any amendment and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) restatement of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid Portfolio Schedule with respect to or derived from a Transaction in accordance with the Pledged Accountterms hereof, without further action by any Person, but solely with respect to Purchased Securities previously identified in the existing Portfolio Schedule for such Transaction that are no longer identified in the amended and all proceeds of any of the foregoingrestated Portfolio Schedule for such Transaction. Agent hereby agrees, and the present and continuing right at Seller’s expense, to make claim for, collect and receive, any and all (x) file appropriate financing statement amendments to reflect such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; release and (dy) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred agree to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documentsadditional actions, as Seller may be requested from time reasonably request to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderbetter evidence such release.”
Appears in 1 contract
Samples: Master Repurchase Agreement (Dupont E I De Nemours & Co)
Security Interest. XXXX hereby pledges(a) To secure the payment, assigns observance and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations (Obligations, the Borrower hereby mortgages, pledges and assigns all of the Collateral to the Lender for itself and as hereinafter defined)agent for any Affiliate of the Lender and grants to the Lender for itself and as agent for any Affiliate of the Lender a continuing security interest in, and a continuing Lien upon, all of TERI’s the Collateral.
(b) As additional security for all of the Secured Obligations, the Borrower grants to the Lender for itself and as agent for any Affiliate of the Lender a security interest in, and assigns to the Lender for itself and as agent for any Affiliate of the Lender all of the Borrower's right, title and interest in and to, any deposits or other sums at any time credited by or due from the Lender and each Affiliate of the Lender to (x) the Pledged Account and all amounts on deposit or to be deposited Borrower, with the same rights therein as described in Section 2 of this Agreement, including without limitation if the deposits or other sums were credited by or due from the Lender.
(ic) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in Notwithstanding the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased foregoing grant by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf Borrower of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s rightthe Collateral, title it is understood and interest in and to the following, to the extent they relate to Loans purchased agreed by the Owner:
parties hereto that the Lender shall have as security for Revolving Credit Loan B, any Letters of Credit issued pursuant to this Agreement and the Term Loans (ai) All personal property comprising and/or contained a second and subordinate lien on the Collateral which is comprised of Export Receivables, Export Inventory and all proceeds thereof, including all monies on deposit from time to time in the Pledged Account, as provided Restricted Account (each of the capitalized terms in this AgreementSECTION 6.1(c) not otherwise defined herein shall have the meaning given to them in the EXIMBANK Financing Documents), both tangible which are subject to a first priority lien in favor of the Lender securing Revolving Credit Loan A, and intangible, whether now owned or hereafter acquired by XXXX (ii) a first priority lien on all of the other Collateral. This agreement as to lien priority shall be binding on the successors and wheresoever locatedassigns of the parties, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralEXIMBANK.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Airport Systems International Inc)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt, complete and indefeasible payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Lender a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All following personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any CFC that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) All contract rights, claims, instruments, notes Goods; and accounts, all other tangible and intangible personal property of Borrower whether now existing or hereafter arisingowned or existing, includingleased, without limitationconsigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Lender; and, to the extent not otherwise included, all Proceeds of each of the same evidencing foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) any rights or representing indebtedness interest in any contract, lease, permit, license, or license agreement covering real or personal property of Borrower if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Lender’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clause (i) shall in no way be construed to limit, impair, or otherwise affect Lender’s continuing security interests in and liens upon any rights or interests of Borrower in or to (1) monies due or to become due to XXXX under or in connection with any described contract, lease, permit, license, license agreement, or (all hereinafter called 2) any proceeds from the “Accounts”sale, license, lease, or other dispositions of any such contract, lease, permit, license or license agreement);
; or (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8United States intent-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to-use trademark applications to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Accountextent that, and all proceeds solely during the period in which, the grant of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to as “allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Ocz Technology Group Inc)
Security Interest. XXXX hereby pledges2.1 As security for the payment and performance of all of the Company’s indebtedness, assigns liabilities and sets over other obligations under and pursuant to the OwnerDebentures, as security for payment by XXXX including all unpaid principal of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsaccrued thereon, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness and whether due or to become due to XXXX due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against the Company of any bankruptcy or insolvency proceeding naming the Company as the debtor in such proceeding (all hereinafter called collectively, the “AccountsObligations”);
(ii) All funds , the Company hereby grants to the Collateral Agent, in its capacity as secured party and investments thereofas agent for the Holders, whether ratably in the form of certificates of depositaccordance with each Holder’s Pro Rata Share, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined security interest in § 8-102(a)(14) all of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All Company’s right, title and interest of XXXX in in, to and under all funds held by the Collateral Agent under or pursuant to all instruments and documents covering or relating to the above described propertythis Agreement, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called without limitation the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, Collateral Amount and all proceeds of any and all of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired (collectively, the “Pledged Collateral”).
2.2 This Agreement shall create a continuing security interest in the Pledged Collateral which shall remain in effect until the Release Date (as defined below) and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of thereafter until all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner Pledged Collateral has been granted a security interest is herein collectively referred to as “Collateraldisbursed in accordance with Article III hereof.” It is expressly understood and agreed that this security interest and assignment
2.3 The Company shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and (i) execute and deliver to the Owner such other documentsCollateral Agent, as may to hold on behalf and at the direction of the Holders, and the Company hereby authorizes the Collateral Agent to file or cause to be requested filed (with or without the Company’s signature), at any time and from time to time by time, all such financing statements, continuation financing statements, termination statements, notices, and all other documents and instruments which the Owner Collateral Agent or any Holder may reasonably request, in form reasonably satisfactory to createthe Collateral Agent or any Holder, evidenceas the case may be, and (ii) take such other action, which the Collateral Agent or any Holder may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the pledge of and effect the Owner’s security interest in the Pledged Account Collateral and to accomplish the purposes of this Agreement. The Company ratifies and authorizes the filing by the Collateral Agent of any financing statements filed prior to the date hereof.
2.4 The Company shall not be entitled to withdraw or otherwise take possession of or exercise control over any of the Pledged Collateral other than as expressly provided in this Agreement.
2.5 Except for the accounting for funds actually received by the Holders, no Holder shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. The Company agrees that the Holders shall have no responsibility to the Company with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by the Company.
2.6 The Company represents and warrants to each Holder that the Company’s chief executive office and principal place of business, and all books and records concerning the Pledged Collateral, are located at its address set forth in the Purchase Agreement; and that the Company’s jurisdiction of organization and the Company’s exact legal name each is as set forth in the first paragraph of this Agreement.
2.7 The Company waives, to the fullest extent permitted by law, any right to require the Holders (a) to proceed against any Person, (b) to exhaust any other rights pledged hereundercollateral or security for any of the Obligations, (c) to pursue any remedy, or (d) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral.
2.8 So long as any of the Obligations remain unsatisfied, the Company agrees that:
(a) The Company will, at its own expense, appear in and defend any action, suit or proceeding which purports to affect its title to, or right or interest in, the Pledged Collateral or the security interest of the Holders therein and the pledge to Holders thereof.
(b) The Company shall give prior written notice to each Holder and to the Collateral Agent (and in any event not less than thirty (30) days’ written notice prior to any such change) of: (i) any change in the location of the Company’s chief executive office or principal place of business; (ii) any change in the location of books and records pertaining to Pledged Collateral; (iii) any change in its name; (iv) any changes in its identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; (v) any change in its jurisdiction of organization; or (vi) any change in its registration as an organization (or any new such registration).
(c) The Company will not convey, transfer, assign or otherwise dispose of or transfer the Pledged Collateral or any right, title or interest therein, nor will the Company create, incur or permit to exist any pledge, security interest, assignment, deposit arrangement, charge or encumbrance or other lien, upon or with respect to the Pledged Collateral, other than the security interest of and pledge to the Holders created by this Agreement.
(d) The Company will promptly, upon the written request from time to time of the Collateral Agent, execute, acknowledge and deliver, and file and record, all such financing statements and other documents and instruments, and take all such action, as shall be reasonably necessary to carry out the purposes of this Agreement.
Appears in 1 contract
Security Interest. XXXX hereby pledges(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, assigns 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 sets over to the Owner, as security for payment the performance by XXXX Sellers of the Secured Obligations (as hereinafter defined), all of TERI’s right, title Sellers' obligations to Buyer under this Agreement and interest in and the Transactions entered into pursuant to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and both Sellers grant Buyer, on a cross-collateralized basis with all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owneroutstanding Transactions, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in the Purchased Loans, including the indebtedness of Obligors and the Underlying Assets, including all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether Manufactured Homes now owned or hereafter acquired by XXXX acquired, as collateral for Floorplan Loans and wheresoever locatedMH Loans, including without limitation:
(i) All contract rightsand all other collateral provided as security for the Purchased Loans; Servicing Agreements, claimsBack-up Servicing Agreements, instrumentsServicing Records, notes insurance, guarantees, indemnities and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds warranties and investments proceeds thereof, whether in the form financing statements and other agreements or arrangements of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or whatever character from time relating to the above described propertyPurchased Loans, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receiveIncome, any and all such interestHedgxx, dividends and/or other earnings; and
(v) All xxl Insured Closing Letters and the proceeds of Escrow Instructions covering any or all of the foregoing;
(b) All contract Loans, all Collections and other rights of XXXX the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to receive payment of Guaranty Feesthe Purchased Loans, other than the XXXX Guarantee Fee Entitlementall MH Contracts, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Dealer Financing Agreements, and any separate undertaking other Loan Agreements, the Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to payment of interest or agreement by the Owner to pay finance charges and collateral securing such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings fromobligations, and proceeds of the Pledged Account immediately upon deposit or accrualany other contract rights, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver other assets relating to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.Purchased Loans
Appears in 1 contract
Samples: Master Repurchase Agreement (Bingham Financial Services Corp)
Security Interest. XXXX (a) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. federal, state and local income or franchise tax purposes) and not loans from Buyer to Seller secured by the Purchased Assets. However, in the event that any Transaction is deemed to be a loan, Seller hereby pledges, assigns and sets over pledges to the Owner, Buyer as security for payment the performance by XXXX Seller of the Secured Repurchase Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) Buyer a first priority security interest in all of TERISeller’s right, title and interest in and to the followingfollowing (collectively, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:“Repurchase Assets”):
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing Purchased Assets (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or representing indebtedness due or to become due to XXXX (all hereinafter called real property securing the “Accounts”)Purchased Assets) and related Servicing Rights;
(ii) All funds and investments thereof, whether in all Income from the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Purchased Assets;
(iii) All right, title all insurance policies and interest of XXXX in or to all instruments and documents covering or insurance proceeds relating to any Purchased Asset or the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)related Eligible Property;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts” and “chattel paper” as defined in the UCC relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bv) All contract all replacements, substitutions or distributions on or proceeds, payments and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsprofits of, and records and files relating to, any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All ; and
(vi) any other property, rights, titles or interests as are specified in the Confirmation and/or the Trust Receipt, the Purchased Asset Schedule or exception report with respect to the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created.
(b) With respect to the security interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to the security interests granted in Sections 6(c) and 6(d), Buyer shall have all of the foregoing property rights of a Secured Creditor under the UCC and any other applicable law and, during the continuance of an Event of Default, 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 Seller under the Transaction Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Xxxxxxxxxx Assets and as a UCC filing with respect to the security interests granted in which Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the Owner has been granted a filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer (including under Section 22 of this Agreement) and the security interest is herein collectively referred granted hereby and, in each case, continuation statements and any amendments thereto (including, without limitation, by causing to as be filed any amendments necessary to add or delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings fromFilings”), and proceeds shall forward copies of the Pledged Account immediately such Filings to Seller upon deposit or accrualcompletion thereof, and (ii) Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all Guaranty Fees such further filings, instruments and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly documents and take all such further action, and execute and deliver to the Owner such other documents, actions as may be necessary or desirable or as may be requested by Buyer with respect to the perfection and priority of the outright transfer of the Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement).
(c) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 6(c).
(d) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to the Blocked Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Blocked Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Owner Repurchase Price by Buyer, Buyer will deliver to createSeller, evidenceat Seller’s expense, maintain such documents and effect the Owner’s security interest in the Pledged Account instruments as may be reasonably necessary and the other rights pledged hereunderrequested by Seller to reconvey such Purchased Asset and any Income related thereto to Seller.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (Resource Capital Corp.)
Security Interest. XXXX (a) As security for the performance by the Transferor of all the terms, covenants and agreements on the part of the Transferor to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Obligations, the Transferor hereby pledges, assigns and sets over grants to the Owner, as security Administrative Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)Parties, a continuing security interest in all of TERI’s the Transferor's right, title and interest in in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the "Collateral"): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (xiii) all Collections with respect to such Pool Receivables, (iv) the Pledged Account Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Transferor under the Purchase Agreement, (vi) without duplication of the foregoing, all of its accounts, general intangibles (including payment intangibles), deposit accounts, investment property, financial assets, instruments, chattel paper and letter-of-credit rights, (vii) all supporting obligations relating to the foregoing and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Each party hereto acknowledges and agrees that the security interest and liens granted in the Collateral under and pursuant to the Original Agreement shall continue in full force and effect, and this Section 4.01(a) shall be deemed to be deposited therein as described a continuation and reaffirmation, and not a replacement or novation, of the security interest and liens granted in Section 2 the Collateral under and pursuant to the Original Agreement.
(b) The Administrative Agent (for the benefit of this Agreementthe 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 of a secured party under any applicable UCC. Each of the Transferor and the Administrative Agent hereby authorizes the filing of financing statements and financing statement amendments (including without limitation continuation statements) in each jurisdiction the Administrative Agent deems necessary and appropriate to perfect and maintain the perfection of the security interest of the Administrative Agent (for the benefit of the Secured Parties) in the Collateral. Such financing statements may describe the collateral covered thereby, (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each case of any financing statement against the Transferor, as "all of the Account Security Agreements with respect debtor's personal property or assets" or words to Loans purchased on that effect, and (ii) in the Closing Date case of any financing statement against the Seller or any Originator, as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by Purchase Agreement or the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged AccountOriginator Sale Agreement, as provided applicable, or in an Exhibit or Annex thereto, in each case, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement, both tangible the Purchase Agreement or the Originator Sale Agreement, as applicable.
(c) Without limiting the generality of Section 4.01(b), each of the Transferor and intangiblethe Administrative Agent hereby authorizes the filing of, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
the Transferor shall cause to be filed: (i) All contract rightsfinancing statement amendments to (X) financing statement #0031397 filed against the Transferor with the Secretary of State of the State of Delaware and (Y) financing statement #200000118812 filed against Tech Data with the Secretary of State of the State of Florida (the "Existing Financing Statements"), claimsamending collateral descriptions to reflect the addition of AVT TS as an Originator (in a manner consistent with Section 4.01(b)) and amending the identity of the secured party to reflect the appointment of Scotia Bank as the Administrative Agent for the benefit of the Secured Parties and (ii) on the Amendment Date (or within two (2) Business Days thereafter), instrumentsinitial financing statements against AVT TS with the Secretary of State of the State of Delaware, notes against Tech Data with the Secretary of State of the State of Florida and accountsagainst the Transferor with the Secretary of State of the State of Delaware, whether now existing each identifying the Administrative Agent for the benefit of the Secured Parties as the secured party or hereafter arisingsecured party assignee and identifying the applicable collateral in a manner consistent with Section 4.01(b) (such financing statements, the "Amendment Financing Statements"). For so long as this Agreement is in effect or any Obligations remain outstanding, the Transferor shall cause the Existing Financing Statements and the Amendment Financing Statements to be continued on such date or dates as may be necessary to continue such financing statements under the applicable UCC, and shall not authorize either the Existing Financing Statements or the Amendment Financing Statements to be terminated.
(d) The authorizations set forth in Sections 4.01(b) and (c) above are intended to satisfy all requirements for the authorization of filing the financing statements described in such sections under Article 9 of any applicable enactment of the UCC, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments Section 9-509 thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Security Interest. XXXX hereby pledgesAs collateral security for the performance by the Seller of all the terms, assigns covenants and sets over agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any Transaction Document delivered to the OwnerAgent in connection with this Agreement in accordance with the terms thereof, as security for including the punctual payment by XXXX when due of all obligations of the Secured Obligations (as hereinafter defined)Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of TERIthe Seller’s right, title and interest in in, to and to under (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each but none of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iiiSeller’s obligations under) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Ownerwhether now or hereafter existing or arising:
(a) All personal property comprising and/or contained in all of the Pledged Account, as provided in this Agreement, both tangible rights and intangible, whether now owned or hereafter acquired by XXXX remedies of the Seller under the Purchase and wheresoever located, including without limitation:
Contribution Agreement (i) All contract rights, claims, instruments, notes other than rights and accounts, whether now existing or hereafter arisingremedies relating solely to any of the Factored Receivables), including, without limitation, (i) all rights of the same evidencing or representing indebtedness Seller to receive monies due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes under or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating pursuant to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files Purchase and Contribution Agreement (other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid than with respect to or derived on account of any of the Factored Receivables), (ii) all security interests and property subject thereto from time to time which purports to secure payment of monies due or to become due under or pursuant to the Pledged AccountPurchase and Contribution Agreement (other than with respect to or on account of any of the Factored Receivables), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity or warranty pursuant to the Purchase and Contribution Agreement (other than such amounts relating to any of the Factored Receivables), (iv) all claims of the Seller for damages arising out of or for breach of or default under the Purchase and Contribution Agreement (except to the extent that such claims relate to any Factored Receivables), and (v) all rights of the Seller to compel performance and otherwise exercise all remedies thereunder (except to the extent that such rights relate to any Factored Receivables),
(b) all Receivables, the Related Security with respect thereto and the Collections, and all proceeds accounts, chattel paper, instruments, general intangibles and other assets owned by the Seller and not otherwise purchased or scheduled to be purchased under this Agreement, excluding, however, any Factored Receivables, Factored Receivable Collections, Factored Receivable Related Security and other assets of the Seller released from the lien and security interest hereof pursuant to a Release Request,
(c) the Lock Box Accounts and, subject to the provisions of the Intercreditor Agreement, all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(vd) All to the extent not included in the foregoing, all proceeds of any and all of the foregoing;.
(b) All contract Section 4.03(b)(iii) of the Receivables Agreement is amended and restated as follows: At the Agent’s request and at the Seller’s expense, the Seller and the Collection Agent shall (x) assemble all of the documents, instruments and other rights of XXXX records (including, without limitation, computer tapes and disks) that evidence or relate to receive payment of Guaranty Feesthe Pool Receivables and the related Contracts and Related Security, other than or that are otherwise necessary or desirable to collect the XXXX Guarantee Fee Entitlement, from Pool Receivables and shall make the Owner under each same available to the Agent at a place selected by the Agent or its designees; it being agreed that the Seller will provide copies of the Guaranty Agreements; TERI’s rights aforementioned items to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay extent such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach items also relate to any Factored Receivable, (y) segregate all cash, checks and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested instruments received by it from time to time by constituting Collections of Pool Receivables, in a manner acceptable to the Owner Agent and, (z) promptly upon receipt, remit all such cash, checks and instruments constituting Collections of Pool Receivables, duly endorsed or with duly executed instruments of transfer, to create, evidence, maintain the Agent or its designee.
(c) Section 4.05 of the Receivables Agreement is amended and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.restated as follows:
Appears in 1 contract
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called documentation evidencing any of the “Related Documents”)foregoing;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interestof the foregoing (including all of Seller’s rights, dividends and/or other earningstitle and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract and other rights of XXXX [Reserved]
(c) Subject to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing. All , upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to (iv) any and all future deposits toreplacements, earnings fromsubstitutions, and distributions on or proceeds of the Pledged Account immediately upon deposit or accrual, any and all Guaranty Fees of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and Recoveries immediately instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the receipt thereofoutstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, without the making or doing of any further act or thing whatsoever. XXXX Buyer shall promptly take all further action, and execute and deliver to the Owner such buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other documentsbuyer thereunder is no longer CSFB, as may be requested from time CSCIB, or any Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to time by the Owner constitute a security agreement or other arrangement or other credit enhancement related to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account this Agreement and the other rights pledged hereunderTransactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 3.1 As security for the prompt, complete and indefeasible payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby Borrower grants to the Owner (and its assigns) Lender a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All following personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “AccountsCollateral”);
): (iia) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsReceivables; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesEquipment; (c) All Recoveries and all rights of XXXX to receive or collect RecoveriesFixtures; and (d) All proceeds General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (j) Intellectual Property; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Lender; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. All Notwithstanding the foregoing, (1) Borrower shall not be required to grant to Lender a security interest in any equity interest of BioAmber Sarnia and (2) this Agreement shall not constitute a grant of a security interest in any License to the foregoing property in which the Owner has been granted extent that such grant of a security interest is herein collectively referred prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent that has not been obtained (the Borrower having no obligation to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach seek any such consent) under, any License evidencing or giving rise to any and all future deposits tosuch property, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver in each case except to the Owner extent that such other documentsconsent requirement, or the term in such License providing for such prohibition, consent, breach, default or termination is ineffective under applicable law.
3.2 Parent shall, as may be requested from time security for the Secured Obligations, cause each Subsidiary Guarantor to time by the Owner grant to create, evidence, maintain and effect the Owner’s Lender a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as Lender may require. Notwithstanding the Pledged Account foregoing, (1) any such Subsidiary Guarantor shall not be required to grant to Lender a security interest in any equity interest of BioAmber Sarnia and (2) this Agreement shall not constitute a grant of a security interest in any License to the other rights pledged hereunderextent that such grant of a security interest is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent that has not been obtained (the Borrower having no obligation to seek any such consent) under, any License evidencing or giving rise to such property, in each case except to the extent that such consent requirement, or the term in such License providing for such prohibition, consent, breach, default or termination is ineffective under applicable law.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the OwnerGrantor, as collateral security for the payment by XXXX and performance of the Secured Obligations (as hereinafter defineddefined below), all hereby grants to Lender a security interest (the “Security Interest”) in 70% of TERIGrantor’s right, title and interest in and to the limited liability company membership interests of Xxxx KO Burnsville MN, LLC, a Delaware limited liability company (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible“Xxxx SPE”), whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsacquired, whether now existing or hereafter arising, includingand wherever located, without limitation, together with all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereoffollowing, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes now owned or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibleshereafter acquired, whether now existing or hereafter arising arising, and wheresoever wherever located: (a) 70% of Grantor’s membership interests, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and any other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from in the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsXxxx SPE; and
(v) All the proceeds of all of the foregoing;
(b) All contract all rights, benefits and other privileges held by Grantor under the Amended and Restated Limited Liability Company Agreement of Xxxx KO Burnsville MN, LLC dated as of January 9, 2009, as it may be amended, modified or restated from time to time, including all voting rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s and rights to receive subsequent Guarantee Fees dividends, distributions and other payments from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesXxxx SPE; (c) All Recoveries and all rights 70% of XXXX to receive or collect Recoveriesproceeds of the above-described property; and (d) All proceeds of all books and records pertaining to the foregoing. All of above-described property, including any computer readable memory and computer hardware or software necessary to process such memory (collectively, the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever”). XXXX shall promptly take all further action, and execute and deliver Notwithstanding anything to the Owner such other documentscontrary contained herein, as may be requested from time to time by the Owner to createLender acknowledges that Series B, evidenceLLC, maintain and effect the Owner’s security an Arizona limited liability company (“Series B”), holds a 20% interest in the Pledged Account Collateral pursuant to a security agreement of even date herewith (the “Series B Security Agreement”), and Series D, LLC, an Arizona limited liability company (“Series D”), holds a 10% interest in the other rights pledged hereunderCollateral pursuant to a security agreement of even date herewith (the “Series D Security Agreement”). Lender further acknowledges that it shall have a 70% interest in the Collateral pursuant to this Agreement, that its interest hereunder shall be a pari passu fractional interest together with those of Series B and Series D, and that any payments pursuant to the Note (or the promissory notes relating to the Series B Security Agreement or the Series D Security Agreement) and any recoveries under this Agreement or pursuant to the Series B Security Agreement and/or the Series D Security Agreement shall be applied to the account of or distributed to Lender, Series B and Series D on a pari passu basis in accordance with their respective prorata interests.
Appears in 1 contract
Samples: Security Agreement (Cole Credit Property Trust III, Inc.)
Security Interest. XXXX hereby pledges, assigns and sets over To secure the prompt payment to the Owner, as security for payment by XXXX Lenders of the Secured Obligations Liabilities, each Borrower does hereby pledge, assign, transfer and deliver to Lenders and does hereby grant to Lenders a continuing and unconditional security interest in and to any and all property of such Borrower, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired, including, but not limited to, the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as hereinafter definedthe “Collateral”):
(A) all property of, or for the account of, such Borrower now or hereafter coming into the possession, control or custody of, or in transit to, such Borrower or any agent or bailee for such Borrower or any parent, affiliate or subsidiary of such Borrower (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and
(B) the additional property of such Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions for, and replacements, products and proceeds therefrom, and all of TERIsuch Borrower’s books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of such Borrower’s right, title and interest in and to (x) the Pledged Account all computer software required to utilize, create, maintain and all amounts process any such records or data on deposit or to be deposited therein as described in Section 2 of this Agreementelectronic media, including without limitation (i) any identified and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitationfollows:
(i) All contract rightsAccounts and all Goods whose sale, claimslease or other disposition by such Borrower has given rise to Accounts and have been returned to, instrumentsor repossessed or stopped in transit by, notes and accountssuch Borrower, whether now existing or hereafter arisingrejected or refused by an Account Debtor;
(ii) All Inventory, including, without limitation, all of raw materials, work-in-process and finished goods, except to the same evidencing or representing indebtedness due or extent such Inventory is subject to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Permitted Lien;
(iii) All rightGoods (other than Inventory), title including, without limitation, embedded software, Equipment, vehicles, furniture and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)Fixtures;
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, Software and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; andcomputer programs;
(v) All the proceeds of all of the foregoingSecurities, Investment Property, Financial Assets and Deposit Accounts;
(bvi) All contract and other rights Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of XXXX to receive payment Credit Rights, all proceeds of Guaranty Feesletters of credit, other than the XXXX Guarantee Fee EntitlementHealth-Care-Insurance Receivables, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty AgreementsSupporting Obligations, notes secured by real estate, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesGeneral Intangibles, including Payment Intangibles; and
(cvii) All Recoveries insurance policies and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of insuring the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to or any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt part thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderincluding unearned premiums.
Appears in 1 contract
Samples: Loan and Security Agreement (I2 Telecom International Inc)
Security Interest. XXXX hereby pledges(a) The due and punctual payment of the principal of, assigns premium, if any, interest, if any, on the Notes and sets over amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether on a date an interest payment is due, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the Ownerextent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Security Documents, the Note Guarantees and the Notes shall be secured as provided in the Security Documents. Notwithstanding anything to the contrary herein, no Collateral shall consist of any Excluded Property.
(b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Trustee and the Collateral Trustee, as applicable, to (i) enter into this Indenture, in the case of the Trustee, and the Security Documents, in the case of the Collateral Trustee, whether executed on or after the Issue Date, (ii) make the representations of the Holders set forth in the Security Documents, (iii) bind the Holders on the terms as set forth in the Security Documents and (iv) perform and observe its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall, and shall cause each of the Guarantors to do or cause to be done, at its sole cost and expense, all such actions and things as may be required by the provisions of the Security Documents and applicable law, to assure and confirm to the Collateral Trustee the security interests in the Collateral contemplated by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed and subject to the Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, including taking all commercially reasonable actions (including filing of Uniform Commercial Code continuation statements and Uniform Commercial Code amendments) required to cause the Security Documents to create and maintain, as security for payment by XXXX the Obligations contained in this Indenture, the Notes, the Security Documents and the Note Guarantees valid and enforceable, perfected (to the extent required therein) security interests in and on all the Collateral, in favor of the Secured Obligations (as hereinafter defined)Collateral Trustee, superior to and prior to the rights of all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date third Persons other than as set forth in the Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, and subject to no other Liens, in each case, except as expressly provided herein or therein. If required for the purpose of meeting the legal requirements of any jurisdiction in which any of the Account Security Agreements; (ii) Collateral may at the time be located, the Issuer shall have the power to appoint, and shall take all reasonable action to appoint, one or more Persons to act as co-Collateral Trustee with respect to any such Collateral, with such rights and all additional Guaranty Fees powers limited to those deemed necessary for the Issuer, the Trustee or the Collateral Trustee to comply with any such legal requirements with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthCollateral, and (y) TERI’s right to receive all Earnings. The foregoing which rights and powers shall not be deemed to include a grant inconsistent with the provisions of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralIndenture.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Indenture (Triumph Group Inc)
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called documentation evidencing any of the “Related Documents”)foregoing;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interestof the foregoing (including all of Seller’s rights, dividends and/or other earningstitle and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to xxxx its computer records, tapes and other rights of XXXX electronic medium to receive payment of Guaranty Fees, other than evidence the XXXX Guarantee Fee Entitlement, from interests granted to Buyer hereunder.
(c) Subject to the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest (subject and subordinated to Xxxxxx Mae’s rights under the Acknowledgment Agreement and the Xxxxxx Xxx Requirements) in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under the Repurchase Documents that upon receipt of notice of an Event of Default under this Agreement, the buyer 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 the foregoing. All , upon repayment of the outstanding purchase price under the Roll-Up Agreement and termination of all obligations of the buyer thereunder or other termination of the Repurchase Documents following repayment of all obligations thereunder that the Repurchase Document buyer is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the Repurchase Documents) then in its possession or control.
(e) The foregoing property in which the Owner has been granted provisions of this Section 4.02 are intended to constitute a security interest is herein collectively referred agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as “Collateral.” It is expressly understood defined under Sections 101(47)(A)(v) and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds 741(7)(A)(xi) of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderBankruptcy Code.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. XXXX hereby pledges, assigns and sets over In order to secure: (A) the Owner, as security for prompt payment by XXXX of the Secured Obligations Rent and all of the other amounts from time to time outstanding with respect hereto and to each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now in existence and hereafter created (as hereinafter definedthe same may be renewed, extended or modified), including (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in and lien on all of TERILessee’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; following (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingcreated, includingand including any other collateral described on any rider hereto; collectively, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “AccountsCollateral”);
(ii) All funds and investments thereof, whether ; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the form of certificates of depositUCC): (1) the Lessee's Equipment financed hereunder (to the extent this Lease is construed as a security agreement), repurchase agreementsEquipment described in any Schedule or otherwise covered thereby (including all inventory, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes fixtures or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of property comprising the Uniform Commercial Code)Equipment), payment intangibles together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether now existing or hereafter arising not furnished or financed by the Lessor; (2) all books and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating records pertaining to the above described propertyforegoing; (4) all property of Lessee held by Lessor, including all property of every description, in the custody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited toto cash and (5) to the extent not otherwise included, all booksinsurance, recordssubstitutions, computer printoutsreplacements, tapesexchanges, disksaccessions, ledger sheets, files proceeds and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any products of the foregoing, and the present and continuing right to make claim forincluding without limitation, collect and receiveinsurance proceeds. The collateral assignment, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment lien granted herein shall automatically attach to any and all future deposits tosurvive the termination, earnings from, and proceeds cancellation or expiration of the Pledged Account immediately upon deposit Lease or accruala particular Schedule until such time as Lessee’s obligations hereunder, thereunder and all Guaranty Fees under the Lease Documents are fully and Recoveries immediately upon indefeasibly discharged. The conveyance contemplated hereby is solely for the receipt thereof, without the making or doing purpose of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver granting to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s Lessor a security interest in the Pledged Account and Equipment. All Equipment in which an interest is conveyed hereby shall remain in the other rights pledged hereunderpossession of Lessee pursuant to the Lease, unless prior written consent is obtained from Lessor permitting otherwise.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as (a) As collateral security for payment by XXXX the Loan as described above, Pledgor hereby grants to Lender, and Lender shall have a security interest in 106,389 shares of common stock of the Secured Obligations SFBC International, Inc. (as hereinafter defined"SFBC") issued in the name of Pledgor (the "Shares"), all of TERI’s right, title and interest in and to (x) . Simultaneously with the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 execution of this Agreement, Pledgor will deliver the Shares to Lender along with a duly executed stock power, endorsed in blank.
(b) Lender shall also have a security interest in all securities and other property, rights or interests of any description at any time issued or issuable as an addition to, in substitution or exchange for, or with respect to the Shares, including without limitation limitation, (i) shares issued as dividends or as the result of any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee change in the Existing Pledged Account created under each name of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; Pledgor, or (ii) any and all additional Guaranty Fees with respect reclassification, or any split-up or other corporate reorganization, collectively referred to such Loans purchased by as the Owner, which fees "New Shares." Pledgor will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX promptly deliver to the Trustee on the 15th day of each month Lender duly executed stock powers for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:any New Shares.
(ac) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible Pledgor represents and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitationwarrants that:
(i) All contract rights, claims, instruments, notes Pledgor is the sole beneficial and accounts, whether now existing or hereafter arising, including, without limitation, all record owner of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)Shares;
(ii) All funds the Shares are free and investments thereofclear of all liens, whether in the form pledges, charges, encumbrances, security interest or right or option of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes any third person to purchase or other investments, securities (whether certificated or uncertificated and specifically including otherwise acquire any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles Shares and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Pledgor has the “Intangibles”)unrestricted right to pledge the Shares as contemplated hereby;
(iii) All rightPledgor possesses the voting rights in the Shares, title and interest will possess the voting rights, if any, in any New Shares free and clear of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);any restrictions; and
(iv) All interestthe Shares are not subject to any restriction on sale, dividends and/or other earnings of any kind which are paid with respect to transfer, assignment or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, hypothecation other than the XXXX Guarantee Fee Entitlement, from the Owner under each such restrictions as arise out of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner non-registration thereof or pursuant to each that certain Lock-Up and Indemnification Agreement dated of even date herewith by and between the Guaranty Agreements, Lender and any separate undertaking or agreement by Pledgor (the Owner to pay such subsequent Guarantee Fees; (c"Lock-Up Agreement") All Recoveries and all rights a copy of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.set forth on Exhibit A. ---------
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the OwnerGrantor, as collateral security for the payment by XXXX and performance of the Secured Obligations (as hereinafter defineddefined below), all hereby grants to Lender a security interest (the “Security Interest”) in 10% of TERIGrantor’s right, title and interest in and to the limited liability company membership interests of Xxxx KO Burnsville MN, LLC, a Delaware limited liability company (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible“Xxxx SPE”), whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsacquired, whether now existing or hereafter arising, includingand wherever located, without limitation, together with all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereoffollowing, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes now owned or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibleshereafter acquired, whether now existing or hereafter arising arising, and wheresoever wherever located: (a) 10% of Grantor’s membership interests, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and any other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from in the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsXxxx SPE; and
(v) All the proceeds of all of the foregoing;
(b) All contract all rights, benefits and other privileges held by Grantor under the Amended and Restated Limited Liability Company Agreement of Xxxx KO Burnsville MN, LLC dated as of January 9, 2009, as it may be amended, modified or restated from time to time, including all voting rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s and rights to receive subsequent Guarantee Fees dividends, distributions and other payments from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesXxxx SPE; (c) All Recoveries and all rights 10% of XXXX to receive or collect Recoveriesproceeds of the above-described property; and (d) All proceeds of all books and records pertaining to the foregoing. All of above-described property, including any computer readable memory and computer hardware or software necessary to process such memory (collectively, the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever”). XXXX shall promptly take all further action, and execute and deliver Notwithstanding anything to the Owner such other documentscontrary contained herein, as may be requested from time to time by the Owner to createLender acknowledges that Series B, evidenceLLC, maintain and effect the Owner’s security an Arizona limited liability company (“Series B”), holds a 20% interest in the Pledged Account Collateral pursuant to a security agreement of even date herewith (the “Series B Security Agreement”), and Series C, LLC, an Arizona limited liability company (“Series C”), holds a 70% interest in the other rights pledged hereunderCollateral pursuant to a security agreement of even date herewith (the “Series C Security Agreement“). Lender further acknowledges that it shall have a 10% interest in the Collateral pursuant to this Agreement, that its interest hereunder shall be a pari passu fractional interest together with those of Series B and Series C, and that any payments pursuant to the Note (or the promissory notes relating to the Series B Security Agreement or the Series C Security Agreement) and any recoveries under this Agreement or pursuant to the Series B Security Agreement and/or the Series C Security Agreement shall be applied to the account of or distributed to Lender, Series B and Series C on a pari passu basis in accordance with their respective prorata interests.
Appears in 1 contract
Samples: Security Agreement (Cole Credit Property Trust III, Inc.)
Security Interest. XXXX hereby pledges, assigns To secure the due payment and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations (as hereinafter defined), all of TERI’s right, title indebtedness and interest in other liabilities and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsobligations, whether now existing or hereafter arising, of the Grantees to the Secured Parties under, arising out of or in any way connected with the Letters of Credit, the Letters of Credit Agreement and all instruments, agreements and documents executed, issued and delivered pursuant thereto, including, without limitation, this Agreement, all hereinafter referred to collectively as the "Obligations,"
(i) CWI hereby assigns, mortgages, pledges, hypothecates, transfers and sets over to the Secured Parties and grants to the Secured Parties a lien upon and security interest in (a) the IP Collateral of the same evidencing CWI set forth, referred to, or representing indebtedness due or to become due to XXXX listed on, Schedule I annexed hereto and made a part hereof (all hereinafter called herein after referred to as the “Accounts”"CWI IP Collateral") and (b) the Other Collateral of CWI set forth, referred to, or listed on, Schedule II annexed hereto and made a part hereof (all herein after referred to as the "Other CWI Collateral" and together with the IP Collateral, the "CWI Collateral");
, and (ii) All funds TSI hereby assigns, mortgages, pledges, hypothecates, transfers and investments thereofsets over to the Secured Parties and grants to the Secured Parties a lien upon and security interest in (a) the IP Collateral of TSI set forth, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever locatedreferred to, or otherwise listed on, Schedule IV annexed hereto and made a part hereof (all hereinafter called herein after referred to as the “Intangibles”"TSI IP Collateral") and (b) the Other Collateral of TSI set forth, referred to, or listed on, Schedule V annexed hereto and made a part hereof (all herein after referred to as the "Other TSI Collateral" and together with the IP Collateral, the "TSI Collateral" and, together with the CWI Collateral, the "Collateral");
(iii) All right. Notwithstanding the foregoing and anything contained herein, title and interest of XXXX in or to all instruments and documents covering or relating the Secured Parties' lien on the CWI IP Collateral shall be subordinate to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data first lien held by ASA (all such instruments and documents being called the “Related Documents”);
(iv"ASA Lien") All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged AccountCWI IP Collateral as set forth in thax xxxxxxn Security Agreement dated March 3, 1999 between CWI and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documentsASA, as same may be requested amended from time to time ("ASA Security Agreement"). Accordingly, unless and until all amounts due and owing to ASA under CWI's $2,558,197.26 Amended and Restated Promissory Note dated June 3, 2002, as same may be amended from time to time (the "ASA Note") are repaid in full to ASA, the Secured Parties shall not enforce any security interests in, foreclose, levy or execute upon, or collect or attach any of the CWI IP Collateral. Notwithstanding the foregoing and anything contained herein, the Secured Parties' lien on (i) the Other CWI Collateral shall be subordinate to the first lien held by Citizens ("Citizens CWI Lien") with respect to the Owner Other CWI Collateral as set forth in that certain Security Agreement dated June 28, 2002 between CWI and Citizens, as same may be amended from time to createtime ("Citizens Security Agreement"), evidenceand (ii) the Other TSI Collateral shall be subordinate to the first lien held by Citizens ("Citizens TSI Lien" and, maintain together with Citizens CWI Lien, the "Citizens Liens") with respect to the Other TSI Collateral as set forth in that certain Security Agreement dated as of the date hereof between TSI and effect Citizens, as same may be amended from time to time ("TSI Security Agreement"). Accordingly, unless and until all amounts due and owing to Citizens under the Owner’s Grantees' $1,400,000.00 Amended and Restated Master Note dated July __, 2004, as same may be amended from time to time (the "Citizens Note") are repaid in full to Citizens, the Secured Parties shall neither call a default under the Letters of Credit or Letters of Credit Agreement, nor enforce any security interest interests in, foreclose, levy or execute upon, or collect or attach any of the Other CWI Collateral or the Other TSI Collateral, including any of CWI's or TSI's insurance proceeds in respect of the Pledged Account and the other rights pledged hereunderOther CWI Collateral or Other TSI Collateral, respectively.
Appears in 1 contract
Security Interest. XXXX To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby pledgesgrants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, assigns presently existing or hereafter acquired, and sets over to in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the OwnerReserve Account, as security for payment (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by XXXX Merchant with the Secured Party, (iv) any of Mer chant's funds now or hereafter in the possession of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding monthParty, and (yv) TERI’s right all amounts now or hereafter owing to receive all EarningsMerchant under this Agreement. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX Each Secured Party is hereby grants to the Owner authorized (and its assigns) a first priority security interest in all of TERI’s rightany related notice and demand are hereby expressly waived), title and interest in to set off, recoup and to the following, appropriate a nd to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, apply any and all such interestamounts owing, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract funds held, account balances and other rights Collateral against and on account of XXXX to receive payment of Guaranty FeesMerchant's obligations under this Agreement, other than whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control thereof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the dep osit account without further act or thing whatsoeverconsent by Xxxxxxxx. XXXX shall promptly take all further action, and Xxxxxxxx agrees to duly execute and deliver to the Owner Secured Party such other documentsadditional instruments, documents and agreements as may be reasonably requested from time to time by perfect and confirm the Owner liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Merchant's n ame describing any or all of the Collateral and take such other action as they may require in order to create, evidence, maintain perfect their liens and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderinterests therein.
Appears in 1 contract
Samples: Ach Terms and Conditions
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for the prompt, complete and indefeasible payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations Obligations, Borrower (as hereinafter defined)including, all for the avoidance of TERI’s rightdoubt, title and interest in and the Parent Company upon its delivery of a Joinder Agreement to (xAgent) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) Agent a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All following personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) All contract rights, claims, instruments, notes Goods; and accounts, all other tangible and intangible personal property of Borrower whether now existing or hereafter arisingowned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment. Notwithstanding the broad grant of the security interest set forth this Section 3, the Collateral shall not include (i) Intellectual Property, (ii) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower in any Foreign Subsidiary and (iii) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, all Sections 9406, 9407 and 9408 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”UCC);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to This Assignment constitutes either (x) the Pledged Account a valid transfer and all amounts on deposit or assignment to be deposited therein as described in Section 2 of this AgreementTrustee, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day Trust, of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX Transferor in and to the Receivables existing at the close of business on the Addition Date and thereafter created in the Additional Accounts, and all monies due or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid become due with respect to or derived from the Pledged Accountsuch Receivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and all proceeds thereof, all of which will be held by Trustee on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of Transferor as Holder of the foregoingTransferor Certificate and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the present Finance Charge Account and continuing right the Excess Funding Account and any Series Account as provided in the Agreement and any related Supplement or (y) a grant of a security interest in such property to make claim forTrustee, collect and receivefor the benefit of the Investor Holders, any and all such interestwhich is enforceable with respect to then existing Receivables in the Additional Accounts, dividends and/or other earnings; and
(v) All the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of all of such Receivables to the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty AgreementsTrust, and any separate undertaking or agreement by which will be enforceable with respect to the Owner to pay Receivables thereafter created in respect of Additional Accounts conveyed on the Addition Date, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveriescreation; and (dz) All proceeds if the Assignment constitutes the grant of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to Trustee in such property, upon the filing of a financing statement as “Collateral.” It is expressly understood described in Section 2.1 of the Agreement with respect to the Additional Accounts and agreed that this security interest in the case of the Receivables thereafter created in the Additional Accounts and assignment shall automatically attach to any and all future deposits to, earnings fromthe proceeds thereof, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees Insurance Proceeds and Recoveries immediately relating thereto, upon the receipt thereofsuch creation, without the making or doing of any further act or thing whatsoever. XXXX Trustee shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s have a first priority perfected security interest in such property (subject to Section 9-306 of the Pledged Account and UCC as in effect in the other rights pledged hereunder.State of Louisiana), except for Liens permitted under subsection 2.5(b) of the Agreement; (g)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First National Bank of Commerce)
Security Interest. XXXX (a) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. federal, state and local income or franchise tax purposes) and not loans from Buyer to Seller secured by the Purchased Assets. However, in the event that any Transaction is deemed to be a loan, Seller hereby pledges, assigns and sets over pledges to the Owner, Buyer as security for payment the performance by XXXX Seller of the Secured Repurchase Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) Buyer a first priority security interest in all of TERISeller’s right, title and interest in and to the followingfollowing (collectively, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:“Repurchase Assets”):
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing Purchased Assets (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or representing indebtedness due or to become due to XXXX (all hereinafter called real property securing the “Accounts”)Purchased Assets) and related Servicing Rights;
(ii) All funds and investments thereof, whether in all Income from the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Purchased Assets;
(iii) All right, title all insurance policies and interest of XXXX in or to all instruments and documents covering or insurance proceeds relating to any Purchased Asset or the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)related Eligible Property;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts” and “chattel paper” as defined in the UCC relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bv) All contract all replacements, substitutions or distributions on or proceeds, payments and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsprofits of, and records and files relating to, any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All ; and
(vi) any other property, rights, titles or interests as are specified in the Confirmation and/or the Trust Receipt, the Purchased Asset Schedule or exception report with respect to the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created.
(b) With respect to the security interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to the security interests granted in Sections 6(c) and 6(d), Buyer shall have all of the foregoing property 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 Seller under the Transaction Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in which Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the Owner has been granted a filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer (including under Section 22 of this Agreement) and the security interest is herein collectively referred granted hereby and, in each case, continuation statements and any amendments thereto (including, without limitation, by causing to as be filed any amendments necessary to add or delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings fromFilings”), and proceeds shall forward copies of the Pledged Account immediately such Filings to Seller upon deposit or accrualcompletion thereof, and (ii) Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all Guaranty Fees such further filings, instruments and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly documents and take all such further action, and execute and deliver to the Owner such other documents, actions as may be necessary or desirable or as may be requested by Buyer with respect to the perfection and priority of the outright transfer of the Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and Other Taxes required in connection with the execution and delivery of this Agreement).
(c) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. Seller shall take all action as is necessary or desirable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 6(c).
(d) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to the Blocked Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Blocked Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Owner Repurchase Price by Buyer, Buyer will deliver to createSeller, evidenceat Seller’s expense, maintain such documents and effect the Owner’s security interest in the Pledged Account instruments as may be reasonably necessary and the other rights pledged hereunderrequested by Seller to release and reconvey such Purchased Asset and any Income related thereto to Seller, such release related thereto shall be effective automatically without further action by any party.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (Ares Commercial Real Estate Corp)
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rightsthe Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, claimsinstruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, instruments“accounts”, notes “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and accounts, whether now existing “money” as defined in the Uniform Commercial Code relating to or hereafter arising, constituting any and all of the foregoing (including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightSeller’s rights, title and interest of XXXX in or to all instruments and documents covering or relating to under the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, Base Indenture and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsSeries 2000-XXXXX0 Xxxxxxxxx Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract Buyer and other rights of XXXX Seller hereby agree that in order to receive payment of Guaranty Feesfurther secure Seller’s Obligations hereunder, other than the XXXX Guarantee Fee EntitlementSeller hereby assigns, from the Owner under each pledges, conveys and grants to Buyer a security interest in (i) as of the Guaranty Agreements; TERIClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner “Repurchase Assets”) to pay such subsequent Guarantee Fees; secure the Obligations.
(c) All Recoveries The foregoing provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and all rights of XXXX to receive or collect Recoveries; the Transactions hereunder as defined under Sections 101(47)(A)(v) and (d741(7)(A)(xi) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralBankruptcy Code.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. XXXX hereby pledges(a) In order to secure the performance by the Borrower of all of its covenants, assigns agreements and sets over obligations under the Reimbursement Agreement and the Security Documents and the payment by the Borrower of all Obligations (subject to the Ownerprovisions of paragraph (b) of this Section 2.03), as security this Agreement is intended to create, and the Borrower hereby pledges to, and creates in favor of the Agent, for payment by XXXX the ratable benefit of the Secured Obligations (as hereinafter defined)Parties, all of TERI’s right, title and a security interest in and to (x) to, the Pledged Account and Accounts, all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementcash, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claimscash equivalents, instruments, notes investments and other securities at any time on deposit in the Accounts, all present and future accounts, whether now existing or hereafter arisingchattel paper, documents, general intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Borrower, all other rights of the Borrower to receive the payment of money including, without limitation, all of the same evidencing or representing indebtedness moneys due or and to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds Borrower under the Power Purchase Agreements, the Steam Purchase Agreement and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or any other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) contract of the Uniform Commercial Code))Borrower for the sale of electricity, payment intangibles steam and/or heat produced by the Facility or the sale of by-products produced by the Facility, and general intangibles, whether now existing or hereafter arising all moneys due and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating become due to the above described property, including but not limited to, Borrower under all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Project Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing. All moneys, cash equivalents, instruments, investments and securities at any time on deposit in any of the Accounts shall constitute collateral security for the payment by the Borrower of the Obligations (subject to the provisions of paragraph (b) of this Section 2.03) and the performance and observance by the Borrower of all the covenants and conditions contained herein and in the Reimbursement Agreement, the Notes and the other Security Documents, and shall at all times be subject to the present control of the Agent, acting through the Security Agent, and continuing right to make claim forthe extent on deposit in the Security Agent Accounts, collect shall be held in the custody of the Security Agent in trust for the purposes of, and receiveon the terms set forth in, any this Agreement. For the purpose of perfecting the security interest of the Agent in and to the Security Agent Accounts and all such interestcash, dividends and/or other earnings; and
(v) All investments and securities at any time on deposit in the proceeds of all Security Agent Accounts, the Security Agent shall be deemed to be the agent of the foregoing;Agent.
(b) All contract Notwithstanding the provisions of paragraph (a) of this Section 2.03 or any other provision of this Agreement, the moneys, cash equivalents, instruments, investments and other rights of XXXX to receive payment of Guaranty Fees, other than securities at any time on deposit in the XXXX Guarantee Fee Entitlement, from Borrower's Security Account and representing the Owner under each Debt Service Reserve Deposit shall not constitute collateral security for any of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each indebtedness, obligations and liabilities of the Guaranty AgreementsBorrower to the Secured Parties in connection with Outstanding Bond Extensions of Credit (the "Bond Obligations") until such time as the outstanding Loans shall have been permanently reduced to an amount less than $3,500,000, whereupon from and after such time the Bond Obligations shall, without further act, be secured by the moneys, cash equivalents, instruments, investments, and any separate undertaking or agreement by securities on deposit in the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries Borrower's Security Account and representing the Debt Service Reserve Deposit equally and ratably with all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.other
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s 's right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month month, for Recoveries received during the preceding month, and (yb) TERI’s 's right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s 's right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”"ACCOUNTS");
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities financial intermediary (as defined in § ss. 8-102(a)(14) 313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”"INTANGIBLES");
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”"RELATED DOCUMENTS");
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect collect, receive and receivereceipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s 's rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementssuch section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-1)
Security Interest. XXXX Borrower hereby pledgesgrants to BANK, assigns as one general, ----------------- continuing collateral security for the Loan and sets over for any other sums owing from Borrower to BANK under the Note or this Agreement, as well as for any other present or future indebtedness or liability of Borrower to BANK, a security interest in all Mortgage Loans now or hereafter made which have been pledged to BANK (whether by delivery to BANK, to the OwnerCollateral Custodian, as security for payment or to a third party on BANK's behalf or otherwise) or upon which any advance is made by XXXX BANK, and in the Mortgage Note and Mortgage evidencing said Mortgage Loan, and in all instruments, general intangibles, property, rights proceeds and payments relating thereto, including without limitation the following:
5.01.01 All payments and prepayments of principal, interest, and other income due or to become due thereon and all proceeds therefrom, and all the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each every nature whatsoever of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest Borrower in and to the same and every part of such property including, without limitation, the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes liens and accounts, whether now security interest existing with respect thereto or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)as security therefor;
(iib) All funds and investments thereofhazard insurance policies, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes title insurance policies or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)condemnation proceeds with respect thereto;
(iiic) All prepayment premiums and late payment charges with respect thereto;
5.01.02 All real estate acquired by Borrower by deed in lieu of foreclosure or by foreclosure attributable to any such Mortgage Loan;
5.01.03 All Take-Out Commitments, mortgage backed securities, and/or pool participation certificates and the proceeds resulting from sales of same by Borrower;
5.01.04 All right, title and interest of XXXX Borrower in or and to all instruments and documents covering or relating to the above described propertyfiles, including but not limited tosurveys, all bookscertificates, recordscorrespondence, appraisals, computer printoutsprograms, tapes, disksdiscs, ledger sheetscards, files accounting records, and other records, information, and related data (all such instruments and documents being called the “Related Documents”)of Borrower;
(iv) All interest, dividends and/or other earnings 5.01.05 The proceeds from the sale of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoingCollateral;
(b) All contract and 5.01.06 Any other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrualthereof that may, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by hereafter, be subject to the Owner security interests created hereby;
5.01.07 All business records, computer tapes, software, microfiche, etc., necessary to create, evidence, maintain identify and effect locate the Owner’s security interest in the Pledged Account and the other rights pledged hereunderCollateral.
Appears in 1 contract
Samples: Mortgage Warehousing Loan and Security Agreement (American Home Mortgage Holdings Inc)
Security Interest. XXXX (a) The Borrower hereby pledges, unconditionally grants and assigns and sets over to the Owner, as Lender and its successors and assigns a continuing security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX security title to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all EarningsStock. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX Borrower hereby grants delivers to the Owner (and its assigns) a first priority security interest in Lender all of TERI’s its right, title and interest in and to the followingStock, to together with certificates representing the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained Stock and stock powers endorsed in the Pledged Accountblank, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
security for (i) All contract rightsall obligations of the Borrower to the Lender hereunder, claims, instruments, notes and accounts(ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now existing or hereafter arisingexisting, including, without limitation, all of the same evidencing or representing indebtedness due or to become due due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to XXXX (be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all hereinafter called the “Accounts”);
(ii) All funds voting, consensual and investments thereofdividend rights, whether shall remain in the form Borrower until the occurrence of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;Default.
(b) All contract and other rights of XXXX If, prior to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each repayment in full of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from Loan, the Owner pursuant to each aggregate book value of the Guaranty AgreementsStock becomes less than $18,800,000, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX Borrower shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time Lender on demand additional collateral of a type and value acceptable to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account Lender (and the other Lender's judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of $18,800,000. The Borrower shall also execute any security documents the Lender may request to evidence and perfect the Lender's rights pledged hereunder.in such additional collateral. If at any time such additional collateral is no longer required pursuant to this
Appears in 1 contract
Samples: Loan and Stock Pledge Agreement (Community National Bancorporation)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for (i) the timely fulfillment and performance of each and every covenant and obligation of the Company under the Credit Agreement and the other Loan Documents and (ii) the payment by XXXX and performance of the Secured Obligations (as hereinafter defined)Obligations, each Pledgor hereby unconditionally pledges, sells, assigns, transfers, conveys and grants unto the Administrative Agent for the benefit of the Secured Parties all of TERI’s such Pledgors’ right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of continuing security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants and security title to the Owner (and its assigns) a first priority security interest in all of TERI’s the following property, whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title and or interest in and to (collectively, the following, to the extent they relate to Loans purchased by the Owner:“Pledged Collateral”):
(a) All personal property comprising and/or contained the Pledged Interests and the Additional Pledged Interests and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights related thereto, including, without limitation, any certificates representing the Pledged Interests and the Additional Pledged Interests, the right to request that the Pledged Interests and the Additional Pledged Interests be registered in the name of the Administrative Agent or any of its nominees, the right to receive any certificates representing any of the Pledged AccountInterests and any certificates representing any of the Additional Pledged Interests and the right to require that same be delivered to the Administrative Agent together with undated stock or other powers or assignments of investment securities with respect thereto, as provided duly executed in this Agreementblank by the applicable Pledgor, both tangible all warrants, options, share appreciation rights and intangibleother rights, contractual or otherwise, in respect thereof and all dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests and Additional Pledged Interests;
(b) all other securities of existing and future Restricted Subsidiaries of such Pledgor at any time and from time to time acquired by such Pledgor, any certificates or other instruments representing such securities, all options, warrants, share appreciation rights and other rights, contractual or otherwise, in respect thereof and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in addition to, in substitution of, on account of or in exchange for any and all of such securities; and
(c) all of such Pledgor’s rights, powers and remedies under any limited liability company agreements of the Pledged Subsidiaries and the Pledged Investments which are limited liability companies, if any (collectively, the “Operating Agreements”) and under any of the partnership agreements of the Pledged Subsidiaries and the Pledged Investments which are general or limited partnerships (collectively, the “Partnership Agreements”); and
(d) to the extent not otherwise included, all proceeds of any and all of the foregoing; in each case, whether now owned or hereafter acquired by XXXX such Pledgor, howsoever its interest therein may arise or appear (whether beneficially or of record and wheresoever locatedwhether by ownership, including security interest, claim or otherwise). For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation:
, proceeds of any indemnity or guaranty payable to the Pledgors or the Administrative Agent from time to time with respect to any of the Pledged Collateral. All certificates and instruments currently representing Pledged Collateral are being delivered to the Administrative Agent contemporaneously herewith. All certificates and instruments constituting Pledged Interests or other Pledged Collateral hereunder which are hereafter received by any Pledgor or to which any Pledgor hereafter becomes entitled shall be delivered to the Administrative Agent promptly upon the receipt thereof by or on behalf of the applicable Pledgor. In addition, each Pledgor hereby authorizes the filing of appropriate UCC financing statements for the Pledged Collateral (i) including any Additional Pledged Interests), as security for the payment and performance of all the Secured Obligations. All contract rightscertificates and instruments relating to certificated Pledged Collateral shall be held by the Administrative Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, claims, instruments, notes all in form and accounts, whether now existing or hereafter arisingsubstance satisfactory to the Administrative Agent. It is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests constituting Pledged Collateral, including, without limitation, all voting, consensual and dividend rights, shall remain in the applicable Pledgor until the Administrative Agent shall notify such Pledgor of the same evidencing Administrative Agent’s exercise of voting, consensual or representing indebtedness due or dividend rights to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating such Pledged Interests pursuant to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files terms of this Agreement following the occurrence and other data (all such instruments and documents being called during the “Related Documents”);
(iv) All interest, dividends and/or other earnings continuation of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds an Event of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralDefault.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Pledge Agreement (CSC Holdings Inc)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month month, for Recoveries received during the preceding month, and (yb) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “"Accounts”");
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “"Intangibles”");
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “"Related Documents”");
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; ;
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and and
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Deposit and Security Agreement (National Collegiate Student Loan Trust 2006-2)
Security Interest. XXXX hereby pledges, assigns and sets over to As security for the Ownerpayment or performance, as security for payment by XXXX the case may be, in full of the Secured Obligations their respective Obligations, (as hereinafter defined), all of TERI’s right, title and interest in and to (xa) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX Xxxxxxxx hereby grants to the Owner (Administrative Agent, its successors and its assigns) , for the benefit of the Secured Parties, a first priority security interest in all of TERIGeoffrey’s right, title and interest in in, to and under the Xxxxxxxx Collateral and (b) each other Grantor hereby grants to the followingAdministrative Agent, its successors and assigns, for the benefit of the Secured Parties, a second priority security interest in all of such Grantor’s right, title and interest in, to and under the extent they relate to Loans purchased by the Owner:
Collateral, in each case of clauses (a) All personal property comprising and/or contained in the Pledged Accountand (b), as provided in this Agreement, both tangible and intangiblewherever located, whether now owned or hereafter acquired by XXXX or arising (the “Security Interest”); provided that the sSecurity iInterest granted to the Administrative Agent in, to and wheresoever locatedunder Intercompany Licenses shall be limited to the non-exclusive right to use the Proprietary Marks in exercising the Agent’s Rights and Remedies in connection with a Liquidation. For the avoidance of doubt, including without limitation:
as security for the payment or performance, as the case may be, in full of their respective Term B-4 Obligations, each Grantor (iother than Xxxxxxxx) All contract rightshereby grants to the Administrative Agent, claimsits successors and assigns, instrumentsfor the benefit of the Term B-4 Lenders, notes and accounts, whether now existing or hereafter arising, including, without limitation, a security interest in all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All such Grantor’s right, title and interest of XXXX in in, to and under the Canadian Pledge Collateral, wherever located, whether now owned or to all instruments and documents covering hereafter acquired or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of arising. Without limiting the foregoing, each Grantor hereby designates the Administrative Agent as such Grantor’s true and the present and continuing right to make claim forlawful attorney, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement exercisable by the Owner Administrative Agent whether or not an Event of Default exists, with full power of substitution, at the Administrative Agent’s option, to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights file one or more Financing Statements, continuation statements, or to sign other documents for the purpose of XXXX to receive perfecting, confirming or collect Recoveries; and (d) All proceeds of continuing the foregoing. All of the foregoing property in which the Owner has been Security Interest granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereofby each Grantor, without the making or doing signature of any further act Grantor (each Grantor hereby appointing the Administrative Agent as such Person’s attorney to sign such Person’s name to any such instrument or thing whatsoever. XXXX shall promptly take all further actiondocument, whether or not an Event of Default exists), and execute naming any Grantor or the Grantors as debtors and deliver the Administrative Agent as secured party. Notwithstanding anything herein to the Owner contrary, in no event shall the Collateral or the Xxxxxxxx Collateral include, and no Grantor shall be deemed to have assigned, pledged or granted a Security Interest in, any of such other documentsGrantor’s right, title or interest (A) in any asset where the grant of a Lien over such asset as may be requested from time to time reasonably determined by the Owner Borrower (in consultation with the Administrative Agent) would result in material adverse tax consequences to createany Grantor, evidence, maintain (B) in any motor vehicles and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderassets subject to certificate of title or (C) any Commercial Tort Claim with a value of less than $1,000,000.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Security Interest. XXXX hereby pledges, assigns To secure the due payment and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations (as hereinafter defined)TMP Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX TMP hereby grants to the Owner (and its assigns) CMFG a continuing first priority lien on and security interest in all of TERI’s its right, title title, and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsfollowing property, whether now existing or hereafter arising: (a) to the extent permitted by applicable law, any and all Funded Receivables; (b) any and all proceeds of and amounts and other property received or receivable in respect of Funded Receivables, in whatever form, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofcash, whether in the form of certificates of depositmoney, repurchase agreementsinstruments, U.S. Treasury Billscollections, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all amounts arising out of or in connection with any Funded Receivables, any deposit accounts into which any such instruments proceeds and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which amounts are paid with respect to or derived from the Pledged Accountdeposited, and all proceeds of any of the foregoing, and forgoing; (c) to the present and continuing right to make claim for, collect and receiveextent permitted by applicable law, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect RecoveriesNon-Workers’ Compensation Receivables; and (d) All any and all proceeds of and amounts and other property received or receivable in respect of Non-Workers’ Compensation Receivables, in whatever form, including, without limitation, all cash, money, instruments, collections, and other amounts arising out of or in connection with any Non-Workers’ Compensation Receivables, any deposit accounts into which any such proceeds and amounts are deposited, and all proceeds of the foregoingforgoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood CMFG’s lien on and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and Non-Workers’ Compensation Receivables shall be released upon payment to CMFG of $3,654,000.00 in good funds from collections of Funded Receivables. At all times up until CMFG has been paid $3,654,000.00 in good funds from collections of Funded Receivables, TMP shall maintain a reserve of Non-Workers’ Compensation Receivables in an amount of not less than Twenty Million Dollar ($20,000,000.00) to secure the other rights pledged hereunderTMP Obligations.”
(e) Section 6.2 of the Amendment to the Agreement (No Other Lien) is hereby amended to read as follows:
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to This Assignment constitutes either (x) the Pledged Account a valid transfer and all amounts on deposit or assignment to be deposited therein as described in Section 2 of this AgreementTrustee, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day Trust, of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX Transferor in and to the Receivables existing at the close of business on the Addition Date and thereafter created in the Additional Accounts, and all monies due or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid become due with respect to or derived from the Pledged Accountsuch Receivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and all proceeds thereof, all of which will be held by Trustee on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of Transferor and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Excess Funding Account and any Series Account as provided in the Agreement and any related Supplement or (y) a grant of a security interest in such property to Trustee, for the benefit of the foregoingInvestor Holders, which is enforceable with respect to then existing Receivables in the Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the present and continuing right to make claim forReceivables thereafter created in respect of Additional Accounts conveyed on the Addition Date, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract thereof and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, Insurance Proceeds and any separate undertaking or agreement by the Owner to pay Recoveries relating thereto upon such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveriescreation; and (dz) All proceeds if the Assignment constitutes the grant of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to Trustee in such property, upon the filing of a financing statement as “Collateral.” It is expressly understood described in Section 2.1 of the Agreement with respect to the Additional Accounts and agreed that this security interest in the case of the Receivables thereafter created in the Additional Accounts and assignment shall automatically attach to any and all future deposits to, earnings fromthe proceeds thereof, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees Insurance Proceeds and Recoveries immediately relating thereto, upon the receipt thereofsuch creation, without the making or doing of any further act or thing whatsoever. XXXX Trustee shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s have a first priority perfected security interest in such property (subject to Section 9-306 of the Pledged Account and UCC as in effect in the other rights pledged hereunder.State of Louisiana), except for Liens permitted under subsection 2.5(b) of the Agreement;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First National Bank of Commerce)
Security Interest. XXXX hereby pledges, assigns and sets over (a) The Parties intend the Company's assignment pursuant to the Owner, as security for payment by XXXX first sentence of Section 4.2(a) to be a present assignment of all of the Secured Obligations (Company's rights, title and interest and not an assignment as hereinafter defined)collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of TERI’s the Company's now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Recoveries after the Inception Date) ("Recoveries Collateral") to secure all of the Company's obligations to remit the Recoveries to the Reinsurer.
(b) Upon the failure of the Company to remit Recoveries to the Reinsurer, which failure remains uncured ten (10) days after written notice thereof is received by the Company, the Reinsurer shall have, in and addition to all other rights under this Agreement or under Applicable Law, the following rights:
(xi) the Pledged Account right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Nebraska, the State of Illinois, or any other applicable jurisdiction (the "UCC"), as though all amounts on deposit the Recoveries Collateral constituted property subject to a security interest under Article 9 thereof; and
(ii) the right to intercept and retain monies and property in any lockbox or account set up for the receipt of Recoveries.
(c) This Section 4.3 is being included in this Agreement to be deposited therein as described in Section 2 ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including without limitation Section 4.2(a), and the express intent of the Parties in entering into this Agreement, the Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer's rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 4.3 be interpreted as such.
(id) Nothing contained herein shall be construed to support the conclusion that the Company will retain any ownership of or any rights in the Recoveries Collateral after the Inception Date or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Inception Date.
(e) The Company shall execute and deliver and the Reinsurer is authorized to execute and deliver any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased financing statements reasonably requested by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, Reinsurer to the extent they relate that it may appear appropriate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained Reinsurer to file such financing statements in order to perfect the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all Reinsurer's title under Article 9 of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach UCC to any and all future deposits to, earnings from, Recoveries Collateral and proceeds of the Pledged Account immediately upon deposit or accrual, Company shall do such further acts and all Guaranty Fees and Recoveries immediately upon things as the receipt thereof, without Reinsurer may reasonably request in order that the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as security interest granted hereunder may be requested from time to time maintained as a first perfected security interest. All costs and expenses incurred in connection with obtaining a first priority, perfected security interest shall be borne by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderReinsurer.
Appears in 1 contract
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of documentation evidencing any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and LEGAL02/43457575v11
(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) All contract and other rights of XXXX [Reserved]
(c) Subject to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing. All , upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to (iv) any and all future deposits toreplacements, earnings fromsubstitutions, and distributions on or proceeds of the Pledged Account immediately upon deposit or accrual, any and all Guaranty Fees of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and Recoveries immediately instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the receipt thereofoutstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, without the making or doing of any further act or thing whatsoever. XXXX Buyer shall promptly take all further action, and execute and deliver to the Owner such buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other documentsbuyer thereunder is no longer NCFA, as may be requested from time or any Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to time by the Owner constitute a security agreement or other arrangement or other credit enhancement related to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account this Agreement and the other rights pledged hereunderLEGAL02/43457575v11 Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
Appears in 1 contract
Security Interest. XXXX (a) Although the parties intend (other than for U.S. federal tax purposes) 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 pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Primary Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called Note identified on the “Accounts”)Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all rights to reimbursement or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) payment of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called Note and/or amounts due in respect thereof under the “Intangibles”)Note identified on the Asset Schedule;
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and instruments or other data (all such instruments and documents being called documentation evidencing any of the “Related Documents”)foregoing;
(iv) All interestall “general intangibles”, dividends and/or other earnings of any kind which are paid with respect “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, constituting any and all such interestof the foregoing (including all of Seller’s rights, dividends and/or other earningstitle and interest in and under the Base Indenture and the Series 0000-XXXXX0 Xxxxxxxxx Supplement); and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract and other rights of XXXX [Reserved]
(c) Subject to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each priority interest of the Guaranty Agreements; TERIIndenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive subsequent Guarantee Fees from payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Owner pursuant “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to each the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Guaranty AgreementsPrimary Repurchase Assets and the Repurchase Rights, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and “Repurchase Assets”).
(d) All proceeds Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing. All , upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to (iv) any and all future deposits toreplacements, earnings fromsubstitutions, and distributions on or proceeds of the Pledged Account immediately upon deposit or accrual, any and all Guaranty Fees of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and Recoveries immediately instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the receipt thereofoutstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, without the making or doing of any further act or thing whatsoever. XXXX Buyer shall promptly take all further action, and execute and deliver to the Owner such buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other documentsbuyer thereunder is no longer CSFB, as may be requested from time CSCIB, or any Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to time by the Owner constitute a security agreement or other arrangement or other credit enhancement related to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account this Agreement and the other rights pledged hereunderTransactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
Appears in 1 contract
Security Interest. XXXX (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the MSRs, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledgespledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and sets over pledges to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Buyer a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a fully perfected first priority security interest in all of TERISeller’s right, title and interest in and to the followingin, to and under each of the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangiblefollowing items of property, whether now owned or hereafter acquired by XXXX acquired, now existing or hereafter created and wheresoever wherever located, including without limitationis hereinafter referred to as the “Repurchase Assets”:
(i) All contract rightsthe Participation Certificates and all MSRs related thereto, claims, instruments, notes and accountsincluding Acquired MSRs, whether now existing such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or hereafter arisingarise thereafter, including, without limitation, all of and whether or not such Assets or the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)related Mortgage Pools are listed on an Asset Schedule;
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes all MSRs arising under or other investments, securities (whether certificated or uncertificated and specifically including related to any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”)Servicing Contract;
(iii) All rightall rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, title and interest of XXXX in Xxxxxx Xxx MBS or to all instruments and documents covering or relating to the above described propertyParticipation Agreement, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”)MBS Advances;
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect rights in the Dedicated Account and to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; andamounts on deposit therein;
(v) All all rights under the proceeds of Participation Agreement;
(vi) all records, instruments or other documentation evidencing any of the foregoing;
(bvii) All contract all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” “deposit accounts” and other rights of XXXX “money” as defined in the Uniform Commercial Code relating to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each or constituting any and all of the Guaranty Agreementsforegoing (including all of Seller’s rights, title and interest in and under the Participation Agreement and the Servicing Contracts); TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and and
(viii) any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights replacements, substitutions, distributions on or proceeds of XXXX to receive or collect Recoveries; any and (d) All proceeds all of the foregoing. All of ; provided, however, that the foregoing property in which the Owner has been granted Repurchase Assets shall not include any Excluded Assets.
(b) Seller hereby assigns, pledges, conveys and grants a security interest is herein collectively referred in all of its right, title and interest in, to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach under the Repurchase Assets to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver Buyer to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.secure the
Appears in 1 contract
Security Interest. XXXX The Borrower hereby pledges, unconditionally grants and ----------------- assigns and sets over to the OwnerCollateral Agent, for itself and on behalf of itself, in its capacity as the Administrative Agent, the Lenders, the Issuing Bank and their respective successors and assigns, a continuing security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX security title to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all EarningsStock. The foregoing shall not be deemed Borrower has delivered to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to and deposited with the Owner (and its assigns) a first priority security interest in Collateral Agent herewith all of TERI’s its right, title and interest in and to the followingStock, to together with certificates representing the extent they relate to Loans purchased by the Owner:
Stock and stock powers endorsed in blank, as security for (a) All personal property comprising and/or contained the payment and performance of all obligations of the Borrower to the Collateral Agent, the Administrative Agent, the Lenders and the Issuing Bank, or any of them, under the Loan Agreement, the Notes and the other Loan Documents (including, without limitation, any Interest Hedge Agreements between the Borrower, on the one hand, and the Collateral Agent and the Lenders, or any of them, on the other hand, and any interest, fees and other charges in respect of the Pledged AccountNotes and the other Loan Documents that would accrue but for the filing of a bankruptcy action with respect to the Borrower, whether or not such claim is allowed in such bankruptcy action), as provided in the same may be amended from time to time, or as a result of making the Loans, (b) payment of any and all damage which the Administrative Agent, the Lenders and the Issuing Bank, or any of them, may suffer by reason of a breach of any obligation, covenant or undertaking with respect to this Agreement, both tangible the Loan Agreement, the Notes or any other Loan Document by the Borrower or any other obligor thereunder and intangible(c) the obligations of any obligor to the Collateral Agent, the Administrative Agent, the Lenders and the Issuing Bank, or any of them, under this Agreement, the Loan Agreement and the other Loan Documents, or as a result of making the Loans, and any extensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now owned or hereafter acquired by XXXX existing, or due or to become due (all of the foregoing obligations (a), (b) and wheresoever located, including without limitation:
(ic) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingbeing hereinafter collectively referred to as the "Obligations"); it being the intention of the parties hereto that beneficial ownership of the Stock, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds voting, consensual and investments thereofdividend rights, whether shall remain in the form Borrower until the occurrence of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary Default (as defined in § 8-102(a)(14below) under the terms hereof and until the Collateral Agent shall notify the Borrower of the Uniform Commercial Code)), payment intangibles Collateral Agent's exercise of voting and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating dividend rights to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner Stock pursuant to each Section 9 of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoingthis Agreement. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.---------
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns This Assignment constitutes either (i) a valid transfer and sets over assignment to the OwnerTrustee of all right, as security for payment by XXXX title and interest of the Secured Obligations Bank in and to the Receivables now existing and hereafter created in the Additional Accounts designated on Schedule 1 hereto, and all proceeds (including “proceeds” as hereinafter defined)defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Bank or any of its Affiliates, except for (x) Liens permitted under Section 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Holder of the Exchangeable Transferor Certificate and (z) the Bank’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in the Pooling and Servicing Agreement and any related Supplement, or (ii) (A) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) of all of TERIthe Bank’s right, title and interest in and such property to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this AgreementTrustee, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements which is enforceable with respect to Loans purchased on the Closing Date as set forth in each existing Receivables of the Account Security Agreements; (ii) any Additional Accounts designated hereby and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary proceeds (as defined in § 8-102(a)(14the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee hereby, and which will be enforceable with respect to the Receivables hereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation, and (B) if this Assignment constitutes a transfer for security to the Trustee in such property upon the grant of the security interest in Section 2(b) hereof with respect to the existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto conveyed to the Trustee hereby, and upon the creation of such Receivables thereafter created in such Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under Section 2.05(b) of the Uniform Commercial Code)), payment intangibles Pooling and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralServicing Agreement.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Assignment of Receivables (Chase Bank Usa, National Association)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for the prompt and complete payment by XXXX when due (whether on the payment dates or otherwise) of all the Secured Obligations (as hereinafter defined)Obligations, all of TERI’s rightBorrower grants, title and interest in and to (x) reaffirms the Pledged Account grant provided under the Existing Loan Agreement and all amounts on deposit or Existing Loan Documents, to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Agent a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERIBorrower’s right, title title, and interest in and to the followingin, to the extent they relate to Loans purchased by the Owner:
(a) All and under all of Borrower’s personal property comprising and/or contained in and other assets (other than any Intellectual Property) including without limitation the Pledged Account, following (except as provided in this Agreement, both tangible and intangible, set forth herein) whether now owned or hereafter acquired by XXXX and wheresoever located(collectively, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “AccountsCollateral”);
): (iia) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earningsReceivables; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesEquipment; (c) All Recoveries and all rights of XXXX to receive or collect RecoveriesFixtures; and (d) All proceeds General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). All of Notwithstanding the foregoing property in which the Owner has been granted foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is herein collectively referred necessary to as “Collateral.” It is expressly understood and agreed that this have a security interest and assignment in the Rights to Payment, then the Collateral shall automatically attach to any and all future deposits to, earnings fromautomatically, and proceeds effective as of the Pledged Account immediately upon deposit or accrualdate of this Agreement, and all Guaranty Fees and Recoveries immediately upon include the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver Intellectual Property to the Owner such other documents, as may be requested from time extent necessary to time by the Owner to create, evidence, maintain and effect the Ownerpermit perfection of Agent’s security interest in the Pledged Account and the other rights pledged hereunderRights to Payment.
Appears in 1 contract
Samples: Loan and Security Agreement (Tg Therapeutics, Inc.)
Security Interest. XXXX hereby pledges, assigns To secure the due payment and sets over to the Owner, as security for payment by XXXX performance of the Secured Obligations (as hereinafter defined)TMP Obligations, all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX TMP hereby grants to the Owner (and its assigns) CMFG a continuing first priority lien on and security interest in all of TERI’s its right, title title, and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accountsfollowing property, whether now existing or hereafter arising: (a) to the extent permitted by applicable law, any and all Funded Receivables; (b) any and all proceeds of and amounts and other property received or receivable in respect of Funded Receivables, in whatever form, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofcash, whether in the form of certificates of depositmoney, repurchase agreementsinstruments, U.S. Treasury Billscollections, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all amounts arising out of or in connection with any Funded Receivables, any deposit accounts into which any such instruments proceeds and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which amounts are paid with respect to or derived from the Pledged Accountdeposited, and all proceeds of any of the foregoing, and forgoing; (c) to the present and continuing right to make claim for, collect and receiveextent permitted by applicable law, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect RecoveriesNon-Workers’ Compensation Receivables; and (d) All any and all proceeds of and amounts and other property received or receivable in respect of Non-Workers’ Compensation Receivables, in whatever form, including, without limitation, all cash, money, instruments, collections, and other amounts arising out of or in connection with any Non-Workers’ Compensation Receivables, any deposit accounts into which any such proceeds and amounts are deposited, and all proceeds of the foregoingforgoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood CMFG’s lien on and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account Non-Workers’ Compensation Receivables shall be released upon payment to CMFG of $3,761,000.00 in good funds from collections of Funded Receivables. At all times up until CMFG has been paid $3,761,000.00 in good funds from collections of Funded Receivables, TMP shall maintain a reserve of Non-Workers’ Compensation Receivables in an amount of not less than Twenty Million Dollar ($20,000,000.00) to secure the TMP Obligations.”
(h) Section 6.2 of the Agreement (No Other Lien) is hereby amended and the other rights pledged hereunder.restated in its entirety to read as follows:
Appears in 1 contract
Security Interest. XXXX hereby pledgesThe Lessee has entered ------------------ into (i) a Financing Agreement dated as of June 14, assigns 1999, among The CIT Group/Business Credit, Inc., the lenders party thereto and sets over the Lessee and Viskase Sales Corporation (collectively, the Lessee and Viskase Sales Corporation, "Viskase"), (ii) a Financing Agreement ------- dated as of June 14, 1999, among X.X. Xxxxx & Associates, L.P., and Viskase and (iii) a Financing Agreement dated as of June 14, 1999, among the lenders party thereto and Viskase (each of the foregoing Financing Agreements collectively, the "Financing Agreements"). -------------------- Subject to obtaining any consent of the Ownerlenders required in connection with the Financing Agreements, within 45 days from the date hereof the Lessee shall provide the Lessor with a perfected security interest in the Collateral (as defined in each of the Financing Agreements), pursuant to documentation with lien-related provisions in substantially the form executed in connection with the Financing Agreements, as security for payment by XXXX the obligations of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in Lessee to the Lessor hereunder and to (x) the Pledged Account Lessor and all amounts on deposit or Owner Participant under the Basic Documents, such security interest to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in subordinated to the Existing Pledged Account created under existing security interest of each of the Account Security lenders in the Financing Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; and (ii) any limited, if required under the Indenture dated December 31, 1993, between Envirodyne Industries, Inc. and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the followingBankers Trust Company, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all amount of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary Capital Lease Obligation (as defined therein) in § 8-102(a)(14) respect of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoingLease. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s The Lessor's security interest in the Pledged Account Collateral shall remain in effect until such time as all of the Lessee's obligations secured by such interest (other than contingent indemnity obligations) have been satisfied. Notwithstanding anything contained herein to the contrary, the documentation executed in connection with the grant of such security interests shall not restrict the ability of any grantor to dispose of assets and the other rights pledged hereundershall provide that Lessor shall release its liens on such assets so disposed of if no Event of Default is then continuing.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation This Assignment constitutes either: (i) any a ----------------- valid transfer and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX assignment to the Trustee on the 15th day Trust of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX Chase USA in or and to all instruments Receivables now existing and documents covering or relating to hereafter created in the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged AccountAdditional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the foregoingPooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the present Finance Charge Account and continuing right the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a grant of a security interest (as defined in the UCC) in such property to make claim forthe Trust, collect and receivewhich is enforceable with respect to existing Receivables of the Additional Accounts, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of all of such Receivables to the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty AgreementsTrust, and any separate undertaking or agreement by which will be enforceable with respect to the Owner to pay Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveriescreation; and (diii) All proceeds if this Assignment constitutes the grant of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings fromdefined in the UCC) thereof, and proceeds of Insurance Proceeds relating to such Receivables, upon such creation, the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX Trust shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s have a first priority perfected security interest in such property (subject to Section 9-306 of the Pledged Account UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and the other rights pledged hereunderServicing Agreement.
Appears in 1 contract
Samples: Assignment of Receivables (Chase Manhattan Bank Usa)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation This Assignment constitutes (i) any a valid ------------------ transfer and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX assignment to the Trustee on the 15th day Trust of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX the Transferor in or and to all instruments Receivables now existing and documents covering or relating to hereafter created in the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged AccountAdditional Accounts designated hereby, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person except for (x) Liens permitted under Section 2.5 (b) of the foregoingPooling and Servicing Agreement, (y) the interest of the Transferor as holder of the Seller Interest, and (z) the Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; and/or (ii) it constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the Trust, which is enforceable with respect to the existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5 (b) of the Pooling and Servicing Agreement, the interest of the Transferor as holder of the Seller Interest, and the present and continuing Transferor's right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsinterest accruing on, and any separate undertaking or agreement by investment earnings in respect of, the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Finance Charge Account and the other rights pledged hereunderPrincipal Account as provided in the Pooling and Servicing Agreement.
Appears in 1 contract
Security Interest. XXXX Client hereby pledges, assigns and sets over agrees to the Owner, as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include grant A/R Funding a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority security interest in all of TERIClient’s rightaccounts receivable, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of the same evidencing or representing indebtedness due or such general intangibles which are directly related to become due to XXXX said accounts (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether in the form of certificates bills of depositlading, repurchase agreementsinvoices, U.S. Treasury Billspurchase orders, U.S. Treasury Notesor any other documents), investment grade commercial paperincluding those presently in existence and those acquired hereafter, U.S. Treasury Bondsas well as all chattel paper and instruments evidencing any obligation to the Client for payment of goods sold or services rendered. This security interest shall be a continuing interest and the collateral securing the payment to Client of all accounts transferred to A/R Funding shall be covered by said security interest agreement. In the event payment is not made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and owing to A/R Funding, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the event the Client defaults under the Uniform Commercial Code))Code or any other provisions of this agreement, payment intangibles A/R Funding shall have all of the rights of the Client under the Uniform Commercial Code and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (shall have the right to take all hereinafter called the “Intangibles”);
(iii) All right, title and interest of XXXX in or to all instruments and documents covering or relating to the above described propertyactions necessary, including but not limited tolegal actions against Client’s customers or others, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called in order to collect accounts assigned to A/R Funding by Client. In the “Related Documents”);
(iv) All interest, dividends and/or other earnings event of any kind which are paid with respect to or derived from default on the Pledged Account, and all proceeds part of the Client on any of the foregoingprovisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to pay attorneys fees and the present legal costs that may be incurred as a result thereof. In addition to accounts receivable and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bproceeds thereof, Client also assigns to A/R Funding all right, title, interest and grant(s) to A/R Funding as security interest in, a general lien upon and/or right of set-off in the following collateral to secure all of Client’s present and future obligations and indebtedness to A/R Funding: All contract returned, repossessed and other rights of XXXX to receive payment of Guaranty Fees, other than the XXXX Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreementsreclaimed goods, and any separate undertaking books and records relating thereto, all letters of credit, deposits, money savings, hold amounts, reserves, retainage, credits, non factored receivables or agreement by the Owner like accounts maintained at or property delivered to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “CollateralA/R Funding.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder.
Appears in 1 contract
Samples: Accounts Receivable Purchase Agreement (Southern Products, Inc.)
