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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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 (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 2005-2), Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-3)
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 (ax) 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 the 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 (by) 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 financial securities intermediary (as defined in § 8-313 102(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, receive collect and receipt forreceive, 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 such sectioneach 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 2 contracts
Samples: Deposit and Security Agreement, Deposit and Security Agreement (National Collegiate Student Loan Trust 2007-1)
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, 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, receive and receipt for, 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 such 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
(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 (a) 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 all proceeds thereof (collectively, the Trustee “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 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 (b) 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, 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;thereof.”).
(c) All Recoveries The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and all rights of XXXX to receive or collect Recoveries; and
the Buyers (di) All proceeds upon payment of the foregoing. All 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 further action by any Person, but solely with respect to the Purchased Securities in respect of such Transaction that are not Roll-Over Securities with respect to such Transaction, and (ii) upon any amendment and restatement of the foregoing property Portfolio Schedule with respect to a Transaction in which accordance with 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 thereofterms hereof, without further action by any Person, but solely with respect to Purchased Securities previously identified in the making or doing of any further act or thing whatsoeverexisting Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. XXXX shall promptly Agent hereby agrees, at Seller’s expense, to (x) file appropriate financing statement amendments to reflect such release and (y) agree to 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 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 Program Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations (as hereinafter defined)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 (aA) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Originator Purchase Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by 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 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 (b) 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”);
Originator 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 Originator 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 financial intermediary (as defined in § 8-313 iii) all rights of the Uniform Commercial Code))Seller to receive proceeds of any insurance, payment intangibles indemnity, warranty or guaranty with respect to the Originator Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, and 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, receive and receipt for, 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 such 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
(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 (Lexmark International Inc /Ky/)
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 (a) 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 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 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 (b) 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 TERI’s rightClient's accounts 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 to become due to XXXX intangibles (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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 such sectionreclaimed 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 (American Consolidated Management Group 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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 such sectionSupporting Obligations, notes secured by real estate, 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 RecoveriesGeneral Intangibles, including Payment Intangibles; and
(dvii) All insurance policies and 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 (i) The Borrower hereby pledges, collaterally assigns and sets over to the OwnerAdministration, as and grants the Administration a security for payment by XXXX of the Secured Obligations (as hereinafter defined)interest in, all of TERI’s rightthe Borrower'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 the Borrower, one of its Subsidiaries, the Administration, or a third party, and, if any of such Property may be held or stored with any Person other than the Borrower, together with all of the Borrower's rights now owned and hereafter acquired, created or arising relating to the storage, withdrawal and retrieval thereof and access thereto (a) the Pledged Account all of which Property described below and all amounts on deposit such rights of storage, withdrawal, retrieval and access, in each case both now owned and hereafter acquired, created or arising, being referred to be deposited therein herein as "Collateral"):
(A) All of the Borrower's now owned and hereafter acquired, created or arising "accounts" (as defined in Article 9) ("Accounts") arising from the sale or lease or other disposition of the Borrower’s goods or other property; and
(B) All of the Borrower's now owned and hereafter acquired, created or arising "chattel paper" (as defined in Article 9) ("Chattel Paper"); and
(C) All of the Borrower's now owned and hereafter acquired, created or arising "documents" (as defined in Article 9) ("Documents"); and
(D) All of Debtor's "equipment" (as defined in Article 9) and equipment which are or are to become fixtures ("Equipment"); and
(E) All fixtures located upon or within the real estate described in Section 2 of this AgreementExhibit A attached hereto or the buildings thereon or now or hereafter attached to, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee or installed in, or used in connection with such real estate in the Existing Pledged Account created under each buildings located thereon, whether or not permanently affixed.
(F) All of the Account Security Agreements with respect to Loans purchased on the Closing Date Borrower's now owned and hereafter acquired, created or arising "general intangibles" (as set forth defined in each Article 9) ("General Intangibles"), and
(G) All of the Security Agreements; Borrower's now owned and hereafter acquired, created or arising promissory notes or other "instruments" (iias defined in Article 9) or agreements evidencing the Borrower's right to payment from 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 Person or on behalf of XXXX to the Trustee on the 15th day of each month, for Recoveries received during the preceding monthPersons, and (b) 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 Borrower’s "instruments" ("Instruments"); and
(H) All of the Borrower's now owned and hereafter acquired, created or arising "inventory" ("Inventory"); and
(I) All of the Borrower's now owned and hereafter acquired, created or arising cash and non-cash "proceeds" (as the term is used in Article 9) and all other amounts received in respect of any sale, exchange, lease, license, transfer, redemption, or other disposition of any Collateral, and including insurance proceeds, and any other thing of value paid or received in respect of any of the foregoing Collateral, including, without limitation, interest and dividend payments made on or in respect of any of the foregoing Collateral, and distributions made in respect of any of the foregoing Collateral ("Proceeds"); and
(J) All of the Borrower's now owned and hereafter acquired, created or arising "products" of Collateral ("Products"); and
(K) All of the Borrower's now owned and hereafter acquired, created or arising books, records, documents, ledger cards, invoices, bills of lading and other shipping evidence, credit files, computer programs, tapes, discs, diskettes, and other data and software storage medium and devices, customer lists, mailing lists, mailing labels, business forms and stationery, and other property and general intangibles evidencing or representing indebtedness due relating to the foregoing Collateral or any Account Borrower (including any rights of the Borrower with respect to become due to XXXX the foregoing maintained with or by any other person) (all hereinafter called the “Accounts”"Records");.
(iiL) All funds receipts, revenues, rentals, income and investments thereofother moneys, including user fees, received by or on behalf of the Borrower and all rights to receive the same, whether in the form of certificates of depositaccounts receivable, repurchase agreementscontract rights, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes general intangibles or other investmentsrights, 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 financial intermediary (as defined in § 8-313 the proceeds of the Uniform Commercial Code)), payment intangibles and general intangiblessuch rights, whether now existing or hereafter arising coming into existence or whether now owned or held or hereafter acquired; provided, however, that there shall be excluded those gifts, grants, bequests, donations and wheresoever locatedcontributions heretofore or hereafter made, designated at the time of the making thereof by the donor or otherwise maker thereof as being for certain specific purposes, and the income derived therefrom to the extent required by such designation (all hereinafter called the “Intangibles”"Receipts");
(iiiii) All right, title The Borrower shall execute and interest of XXXX in or to deliver all instruments and documents covering or relating requested by the Administration to the above described property, including but not limited to, perfect and protect its security interest to execute and deliver all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such further instruments and documents being called and take all further action that may be necessary or desirable or that the “Related Documents”);
Administration may request in order (ivi) All interestto perfect and protect the security interest created or purported to be created hereby, dividends and/or other earnings of any kind which are paid (ii) to enable the Administration to exercise and enforce its rights and remedies hereunder with respect to the Collateral or derived from (iii) to otherwise effect the Pledged Accountpurposes of this Agreement; including, without limitation, (A) informing the Administration in writing of the location of the Collateral and all proceeds of any of changes in the foregoingCollateral's location, (B) executing and delivering to the present and continuing right to make claim forAdministration such financing statements, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract continuation statements and other rights of XXXX to receive payment of Guaranty Feesdocuments as the Administration may reasonably request, 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 such 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
(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: Loan and Security Agreement
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;
(ad) 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 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 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 (b) 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 financial intermediary (“instruments” as defined in § 8-313 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 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, receive and receipt for, 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 other rights “letter of XXXX credit rights” as defined in the UCC 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 Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such 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 Recoveriesforegoing; and
(dh) All proceeds all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights to payments, and records (but excluding any financial models or other proprietary information) and files relating to any and all of 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 (a) 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 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 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, for Recoveries received during the preceding month, and (b) 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 financial intermediary (as defined in § ss. 8-313 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, receive and receipt 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 such 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
(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 (ax) 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 the 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, month for Recoveries received during the preceding month, and (by) 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 financial securities intermediary (as defined in § 8-313 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, receive collect and receipt forreceive, 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 such sectioneach 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; 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, (aiii) 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 the 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 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 (b) 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 financial intermediary all payment intangibles) (each as defined in § 8-313 the 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, receive and receipt for, 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 such sectionPurchasers and the other Purchaser Parties hereunder shall terminate, and all without delivery of any separate undertaking instrument or agreement performance of any act by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries any party, and all rights of XXXX to receive or collect Recoveriesthe Seller Collateral shall revert to the Seller; and
(d) All proceeds provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the 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, assigns (a) It being expressly understood and sets over to agreed that the Owner, as security interest granted herein for payment by XXXX the benefit of the Collateral Agent on behalf of the Secured Obligations Parties shall be subject to the subordination terms of the Intercreditor Agreement, the following liens on the Collateral are hereby granted:
(1) As security for the payment or performance, as hereinafter defined)the case may be, in full of the First Lien Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates, transfers and grants to the Collateral Agent and its successor and assigns, for the ratable benefit of the First Lien Secured Parties, a first priority security interest in, all of TERIsuch Grantor’s right, title and interest in, to and under the Collateral.
(2) As security for the payment or performance, as the case may be, in and to (a) 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 the Trustee in the Existing Pledged Account created under each full of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in Second Lien Obligations, each of the Security Agreements; (ii) any Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates transfers 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 (b) 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 (Collateral Agent and its successor and assigns) , for the ratable benefit of the Second Lien Secured Parties, a first priority security interest in in, all of TERIsuch Grantor’s right, title and interest in in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be subject and subordinate to the following, Liens granted to secure the First Lien Obligations pursuant to the extent they relate immediately preceding clause and further subject 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 provisions of the same evidencing or representing indebtedness due or Intercreditor Agreement. The Liens granted hereunder to become due secure the First Lien Obligations and the Second Lien Obligations are collectively referred to XXXX (all hereinafter called herein as the “AccountsSecurity Interest”);
(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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(d) All proceeds of Without limiting the foregoing. All , the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting 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 or thing whatsoever. XXXX shall promptly take all further actionGrantor, and execute and deliver to naming any Grantor or the Owner such other documents, Grantors 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 debtors and the other rights pledged hereunderCollateral Agent as secured party.
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § ss. 8-313 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, receive and receipt 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 such 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
(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 hereby pledgesTo secure the prompt and complete ----------------- payment, assigns performance and sets over to the Owner, as security for payment by XXXX observance of any and all recourse and indemnity obligations of the Secured Obligations (as hereinafter definedCGS Originator to GFC, including those set forth in Sections -------- 4.02(o), 4.04, 5.01 and 8.14, and to induce GFC to enter into this Agreement in ------- ---- ---- ---- accordance with the terms and conditions hereof, the CGS Originator and the Parent Guarantor hereby grant, assign, convey, pledge, hypothecate and transfer to GFC a Lien upon all of TERI’s the CGS Originator's and the Parent Guarantor's right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in and to favor of, either the CGS Originator or the Parent Guarantor (a) the Pledged Account and all amounts on deposit including under any trade names, styles 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 the Trustee in the Existing Pledged Account created under each derivations of the Account Security Agreements with respect to Loans purchased on CGS Originator or the Closing Date as set forth in each of the Security Agreements; (ii) any Parent Guarantor), 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 whether owned by or on behalf of XXXX to consigned by or to, or leased from or to, the Trustee on CGS Originator or the 15th day of each month, for Recoveries received during the preceding monthParent Guarantor, and regardless of where located (b) 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 which being hereinafter collectively referred to as the following, to the extent they relate to Loans purchased by the Owner:"Transfer Agreement Collateral"): -----------------------------
(a) All personal property comprising and/or contained in the Pledged Accountall accounts, as provided in this Agreementinventory, both tangible general intangibles, investment property, chattel paper, documents, and intangibleinstruments, 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 not specifically assigned to become due to XXXX (all hereinafter called the “Accounts”)GFC;
(iib) All funds all books and investments thereofrecords (including customer lists, 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 financial intermediary (as defined in § 8-313 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, recordscredit files, computer printoutsprograms, tapes, disks, ledger sheets, files data processing software and other data (all such instruments related property and documents being called the “Related Documents”);
(ivrights) All interest, dividends and/or other earnings of any kind which are paid with respect pertaining 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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bc) All contract all monies, securities and other rights of XXXX to receive payment of Guaranty Feesproperty now or hereafter in the possession or custody of, other than the XXXX Guarantee Fee Entitlementor in transit to, GFC, for any purpose (including safekeeping, collection or pledge), from or for the Owner under each of CGS Originator, or as to which the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such sectionCGS Originator may have any right or power, and all of GFC's credits and balances with the CGS Originator existing at 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 Recoveriestime; and
(d) All to the extent not otherwise included, all proceeds and products of the foregoing and all accessions to, and substitutions and replacements for, each of the foregoing. All ; provided, that the Transfer Agreement Collateral shall not include any general intangibles and instruments in which a Lien is not granted as a result 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 terms of the Pledged Account immediately upon deposit or accrual, Subsidiaries Security Agreement delivered pursuant to (and all Guaranty Fees and Recoveries immediately upon defined in) 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 hereunderCredit Agreement.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Callaway Golf Co /Ca)
Security Interest. XXXX hereby pledges, assigns To secure the payment and sets over to the Owner, as security for payment by XXXX performance of all of the Secured Obligations (as hereinafter defined)when due, Borrower hereby grants to Silicon a security interest in all of TERI’s the following (collectively, the “Collateral”): all right, title and interest of Borrower in and to (a) 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 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 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 (b) 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 Deposit Accounts; all Instruments; all Chattel Paper and Documents; all General Intangibles (including without limitation:
(i) All contract rights, limitation all intellectual property); all Investment Property; all other property; and any and all claims, instruments, notes rights and accounts, whether now existing or hereafter arising, including, without limitation, all interests in any 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 financial intermediary (as defined in § 8-313 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 Accountabove, 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 the foregoing, proceeds and the present and continuing right to make claim for, collect, receive and receipt forclaims against third parties) 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 such sectionabove, 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 Borrower’s books relating to any and all future deposits to, earnings from, and proceeds of the Pledged Account immediately above. Silicon agrees that upon deposit written request of Borrower, it will release Silicon’s Lien in specific Equipment and related software and Intellectual Property related to such Equipment to the Liens of future lenders providing equipment financing and equipment lessors for equipment and other personal property acquired by Borrower after the date hereof (“Third Party Equipment”); provided, that, (i) no Third Party Equipment is Equipment financed under this Agreement, (ii) no Event of Default has occurred and is continuing at such time or accrual, would occur as a result of the release of the Lien; and all Guaranty Fees (iii) in the case of equipment financings and Recoveries immediately upon leasing such Liens are confined solely to the receipt thereof, without equipment so financed and the making proceeds thereof and are Permitted Liens. The Obligations with respect to Collateral that is not Third Party Equipment shall not be subordinate in right of payment to any obligations to such other equipment lenders or doing equipment lessors and Silicon’s rights and remedies hereunder shall not in any way be subordinate to the rights and remedies of any further act such lender or thing whatsoeverequipment lessors. XXXX shall promptly take all further action, and Silicon agrees to execute and deliver to the Owner such other documents, agreements and documents as may be reasonably requested by Borrower from time to time by which set forth the Owner partial release of Silicon’s Lien described in this Section and is acceptable to createSilicon in its reasonable discretion. Silicon shall have no obligation to execute any agreement or document which would impose obligations, evidencerestrictions or lien priority on Silicon which is less favorable to Silicon than those described in this Section Notwithstanding the foregoing, maintain and effect the Owner’s security interest in the Pledged Account granted herein does not extend to and the term “Collateral” does not include any (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) licenses where Borrower is the licensee and the licensor is a strategic partner of the Borrower, or (c) license or contract rights, to the extent that (i) the granting of a security interest therein would be contrary to applicable law, or (ii) that such rights pledged hereunderare non-assignable by their terms (but only to the extent such prohibition is enforceable under applicable law, including the Code). Except as disclosed on the Schedule, Borrower represents and warrants to Silicon that it is not a party to, nor is it bound by, any such license or other agreement. Borrower shall at all times use commercially reasonable efforts to cause license and other agreements that are material to its business to permit the grant by Borrower of a security interest therein to Silicon.
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, the Repo Seller hereby pledges, assigns grants and sets over pledges to Administrative Agent on behalf of the Owner, Buyer as security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (a) 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 performance by the Trustee in the Existing Pledged Account created under each Repo Seller of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Ownerits 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 (b) 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 fully perfected first priority security interest in all of TERIthe Repo Seller’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 limitation(subject to the terms of the Agency Agreements), is hereinafter referred to as the “Repurchase Assets”:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of each Participation Certificate identified on the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)Asset Schedule;
(ii) All funds all Advance Reimbursement Rights and investments thereof, whether rights to reimbursement or payment of Assets and/or amounts due in respect thereof relating to Advances under 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 financial intermediary (as defined in § 8-313 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”)Participation Agreement;
(iii) All right, title any rights in each Dedicated Account 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”)amounts on deposit therein;
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from all rights under the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; andParticipation Agreement;
(v) All the proceeds of all records, instruments or other documentation evidencing any of the foregoing;
(vi) 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 the Repo Seller’s rights, title and interest in and under the Participation Agreement); and
(vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. Notwithstanding the foregoing, the following items of property shall not constitute Repurchase Assets until the Xxxxxxx Mac Effective Date: the Participation Agreement (Xxxxxxx Mac), including all rights thereunder, the related Participation Certificate and any Advance Reimbursement Rights and rights to reimbursement or payment of Assets and/or amounts due in respect thereof relating to Advances under the Participation Agreement (Xxxxxxx Mac), and each Dedicated Account (Xxxxxxx Mac), any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Xxxxxxx Mac Excluded Assets”). Notwithstanding anything in this Agreement to the contrary or any other Program Agreement, in no event shall any Servicing Contract, or the mortgage servicing rights or servicing contract rights held by the Servicer pertaining to any Servicing Contract comprise or be considered either directly or indirectly a Repurchase Asset or an Asset. For the avoidance of doubt, the Servicer’s Advance Reimbursement Rights under the applicable Agency Guide and/or the Xxxxxxx Mac Purchase Documents, as applicable, are, under all circumstances, Repurchase Assets and Assets under this Agreement.
(b) All contract The Repo 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 the Owner under each Administrative Agent on behalf of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;Buyer hereunder.
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and[Reserved].
(d) All proceeds [Reserved].
(e) 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 the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) 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 Mortgage Investment Trust)
Security Interest. XXXX hereby pledges, assigns To secure the payment and sets over to the Owner, as security for payment by XXXX performance of all of the Secured Obligations (as hereinafter defined)when due, all of TERI’s right, title and interest in and to (a) 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 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 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 (b) 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 (and its assigns) GBC a first priority security interest in all of TERI’s right, title and Borrower's 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 acquired, and wheresoever locatedwherever located (collectively, including without limitation:
(i) the "Collateral"): All contract rightsInventory, claimsEquipment, instrumentsReceivables, notes and accounts, whether now existing or hereafter arisingGeneral Intangibles, including, without limitation, all of the same evidencing Borrower's Deposit Accounts, all money, all collateral in which GBC is granted a security interest pursuant to any other present or representing indebtedness due future agreement, all property now or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether at any time 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 financial intermediary (as defined future in § 8-313 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 AccountGBC'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 the present all books and continuing right records related to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
.* * NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.1, SUCH GRANT OF A SECURITY INTEREST SHALL NOT EXTEND TO, AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY GENERAL INTANGIBLES OF THE BORROWER (bWHETHER OWNED OR HELD AS LICENSEE OR LESSEE, OR OTHERWISE), TO THE EXTENT THAT (I) All contract and other rights of XXXX to receive payment of Guaranty FeesSUCH GENERAL INTANGIBLES ARE NOT ASSIGNABLE OR CAPABLE OF BEING ENCUMBERED AS A MATTER OF LAW OR UNDER THE TERMS OF THE LICENSE, other than the XXXX Guarantee Fee EntitlementLEASE OR OTHER AGREEMENT APPLICABLE THERETO (BUT SOLELY TO THE EXTENT THAT ANY SUCH RESTRICTION SHALL BE ENFORCEABLE UNDER APPLICABLE LAW), from the Owner under each of the Guaranty AgreementsWITHOUT THE CONSENT OF THE LICENSOR OR LESSOR THEREOF OR OTHER APPLICABLE PARTY THERETO AND (II) SUCH CONSENT HAS NOT BEEN OBTAINED; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such sectionPROVIDED, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
HOWEVER, THAT THE FOREGOING GRANT OF SECURITY INTEREST SHALL EXTEND TO, AND THE TERM "COLLATERAL" SHALL INCLUDE (cA) All Recoveries and all rights of XXXX to receive or collect Recoveries; and
ANY GENERAL INTANGIBLE WHICH IS A RECEIVABLE OR A PROCEED OF, OR OTHERWISE RELATED TO THE ENFORCEMENT OR COLLECTION OF, ANY RECEIVABLE, OR GOODS WHICH ARE THE SUBJECT OF ANY RECEIVABLE, (dB) 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 “CollateralANY AND ALL PROCEEDS OF ANY OTHER GENERAL INTANGIBLES WHICH ARE OTHERWISE EXCLUDED TO THE EXTENT THAT THE ASSIGNMENT OR ENCUMBRANCE OF SUCH PROCEEDS IS NOT SO RESTRICTED, AND (C) UPON OBTAINING THE CONSENT OF ANY SUCH LICENSOR, LESSOR OR OTHER APPLICABLE PARTY'S CONSENT WITH RESPECT TO ANY SUCH OTHERWISE EXCLUDED GENERAL INTANGIBLES, SUCH GENERAL INTANGIBLES AS WELL AS ANY AND ALL PROCEEDS THEREOF THAT MIGHT THERETOFORE HAVE BEEN EXCLUDED FROM SUCH GRANT OF A SECURITY INTEREST AND THE TERM "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 or any other Transaction Document, including the punctual payment when due of the Outstanding Reimbursement ObligationsAggregate Capital and all Interest in respect thereof, 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, (aiii) all Collections with respect to such Pool 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 Accounttherein, and all proceeds of any of the foregoingcertificates and instruments, if any, from time to time evidencing such Lock--Boxes and the present Collection Accounts and continuing right to make claim foramounts on deposit therein, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of LC Collateral Account and all amounts from time to time on deposit therein, (vi) all rights (but none of the foregoing;obligations) of the Borrower under the Receivables Purchase Agreement, (vii) all other personal and fixture property
(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 and remedies available to the Administrative Agent (for the benefit of XXXX the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to receive payment file financing statements describing as the collateral covered thereby “all of Guaranty Feesthe debtor’s personal property or assets” or words to that effect, other notwithstanding that such wording may be broader in scope 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;collateral described in this Agreement.
(c) All Recoveries Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights of XXXX to receive or collect Recoveriesthe Collateral shall revert to the Borrower; and
(d) All proceeds provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the sole expense of the foregoing. All of Borrower, 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 Borrower UCC--3 termination statements and such other documents, documents as may be requested from time the Borrower shall 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 hereunder.evidence such termination. ARTICLE VI
Appears in 1 contract
Samples: Receivables Financing Agreement (Davey Tree Expert Co)
Security Interest. XXXX hereby pledges, assigns As a general and sets over to continuing security for the Ownerpayment and performance, as security for payment by XXXX the case may be, in full of the Secured Obligations (as hereinafter defined)Obligations, the Grantor, IN CONSIDERATION THEREOF, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby bargains, assigns, mortgages, pledges, hypothecates and transfers to the Collateral Agent, including its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, including its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of TERIthe Grantor’s right, title and interest in in, to and to (a) under 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 the Trustee in the Existing Pledged Account created under each following property of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the OwnerGrantor, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted whether now owned or hereafter-acquired by or on behalf of XXXX to the Trustee on Grantor, wherever located (hereinafter, collectively, the 15th day of each month, for Recoveries received during the preceding month, and (b) 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 Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:all Accounts;
(ib) All contract rightsall Inventory;
(c) all Deposit Accounts and Concentration Accounts;
(d) all Documents of Title relating to the Grantor’s Inventory;
(e) all Chattel Paper arising from the sale of the Grantor’s Inventory;
(f) all Instruments, claimsIntangibles, instrumentsSupporting Obligations and Letter of Credit Rights arising from the sale of Inventory;
(g) all policies and certificates of insurance and all insurance proceeds, notes refunds, and accounts, whether now existing or hereafter arisingpremium rebates, including, without limitation, all proceeds of fire and credit insurance, with respect to any of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”)foregoing;
(iih) 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 financial intermediary (as defined in § 8-313 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 information relating to or derived from the Pledged Account, and all proceeds of any of the foregoing, and all rights of access to such books, records and information;
(i) all liens, guaranties, rights, remedies, and privileges pertaining to any of the present and continuing foregoing ((a) through (h)), including the right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earningsof stoppage in transit; and
(vj) All the proceeds of all any of the foregoing;
(b) All contract and other rights of XXXX foregoing whether now owned or now due, or in which the Grantor has an interest, or hereafter acquired, arising, or to receive payment of Guaranty Feesbecome due, 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 such sectionor in which any Grantor obtains an interest, and all products, Proceeds, substitutions, and accessions of or 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 Notwithstanding the foregoing, the term “Collateral” shall expressly exclude any Inventory or other Goods that have been delivered to the Grantor on a consignment basis (“Consigned Inventory”), or any Accounts, Documents of Title, Chattel Paper, Instruments, Intangibles, Supporting Obligations, Letter of Credit Rights or any other assets or properties described above, to the extent that any of the foregoing property in which relate to, or arise out of the Owner has been granted a sale or other disposition of, any of the Consigned Inventory or Proceeds thereof. Security Agreement – Xxxx Canada Co. (2009) Without limiting the foregoing, the Grantor hereby designates the Collateral Agent as its true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file one or more financing statements, financing change statements, or to sign other documents for the purpose of perfecting, confirming, continuing or protecting the 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 granted by the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereofGrantor, without the making signature of the Grantor (the Grantor hereby appointing the Collateral Agent as its attorney to sign the Grantor’s name to any such document, whether or doing not an Event of any further act or thing whatsoever. XXXX shall promptly take all further actionDefault exists), and execute naming the Grantor as debtor and deliver the Collateral Agent as secured party, provided, that the Collateral Agent shall have the same rights as the Grantor’s true and lawful attorney referred to above to enforce the Owner such other documents, as may be requested from time to time security interest granted by the Owner to createGrantor, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderbut only if an Event of Default exists.
Appears in 1 contract
Samples: Security Agreement (Zale Corp)
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, Liquidation Fee, 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 Investors and interest in and to (a) 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 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 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 (b) 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 Investors and 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 financial intermediary (as defined in § 8-313 iii) 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, receive and receipt 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 such 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
(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(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 (a) 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 the 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 the Owner under each of the Guaranty Agreements; TERI’s rights interests granted to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;Buyer hereunder.
(c) All Recoveries Subject to the priority interest of the Indenture Trustee, Buyer and all 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 XXXX the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive payments thereunder or collect Recoveries; andany rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, collectinsurance proceeds. The collateral assignment, receive and receipt 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 such 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
(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 10.1. You grant a security interest to us in each and sets over to every part of the Owner, Products as security for payment of any amounts owing by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and you to (a) the Pledged Account and all amounts on deposit or us from time 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 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 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 monthtime, and (b) TERI’s right for the performance by you of all your other obligations to receive all Earningsus from time to time.
10.2. The foregoing shall not be deemed You agree to include do anything that we reasonably require to ensure that we have a grant of security interest in defaulted Loans. In furtherance thereof, XXXX hereby grants to the Owner (and its assigns) a first priority perfected security interest in all of TERI’s right, title the Products and a purchase money security interest in and each part of the Products to the followingextent of the purchase price for that part.
10.3. We may allocate amounts received from you in any manner we determine, including in any manner required to preserve any purchase money security interest we have in any Products.
10.4. You waive your right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under these Terms.
10.5. You agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this Contract, or the security under this Contract, and waives the purchasers rights under sections 121, 125, 129, 131 and 132 of the PPSA.
10.6. For the purposes of Terms 10.1 to 10.5, the term "PPSA" means the Personal Property Securities Act 1999 and the terms "perfected", "purchase money security interest" and "security interest" have the respective meanings given to them under, or in the context of, the PPSA.
10.7. Until payment has been made in full for any Products, you shall store the Products in such a way as to enable them to be readily identified as our property, and keep proper and accurate records to enable us to distinguish Products for which payment has been made in full from those Products for which payment is outstanding.
10.8. If you sell any Products, to the fullest extent they relate to Loans purchased permitted by the Owner:
law, you shall hold (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 financial intermediary (as defined in § 8-313 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”);
(iiifiduciary basis) 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 such sales in trust for us and in a separate account. You undertake immediately upon being so requested by us to assign to us all rights in respect of those proceeds and that separate account and/or all rights and claims which you may have against any customers arising from such sales until payment is made in full as aforesaid and not to assign such rights and claims to any third party without our prior written consent.
10.9. We reserve the right (subject to applicable law) to repossess any Products in respect of which payment is overdue, declined or lapses and thereafter to re-sell the same and for this purpose, you hereby grant us an irrevocable right and licence to our servants and agents to enter upon your premises during normal business hours. This Condition 10.9 shall continue in force notwithstanding termination of the foregoing, and the present and continuing right to make claim for, collect, receive and receipt 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 such 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
(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 “Collateralhowsoever caused.” 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: Website Terms of Sale
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 (a) 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 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 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 (b) 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 Debtor hereby grants to the Owner (and its assigns) Secured Party a first priority security interest in, an assignment of, a general lien upon and a right of set-off against the following described property (the "Property"):
2.1 all of the Debtor's Accounts of any kind whether now existing or hereafter arising; all Escrow and Deposit Accounts; all chattel papers, documents and instruments relating to the Accounts and the Escrow and Deposit Accounts; and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any Accounts, Escrow and Deposit Accounts or any such chattel papers, documents and instruments;
2.2 all of the Debtor's Equipment 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 intangibleits forms, whether now owned or hereafter acquired by XXXX and wheresoever wherever located, including without limitation:
(i) All contract rights, claims, instruments, notes ; all parts thereof and accountsall accessions or additions thereto, whether now existing owned or hereafter arising, including, without limitation, acquired;
2.3 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 Debtor's general intangibles 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, kind whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter herein called the “"General Intangibles”");
(iii) All right; all chattel papers, title documents and interest of XXXX in or to all instruments and documents covering or relating to the above described propertyGeneral Intangibles; and all rights now or hereafter existing in and to all security agreements, including but not limited toleases, all bookslicenses, recordspermits, computer printoutspatents, tapestrademarks, diskscopyrights, ledger sheetsdistribution agreements and contracts securing or otherwise relating to any General Intangibles or any such chattel papers, files documents and other data (all such instruments and documents being called all of the “Related Documents”)Debtor's lien rights against other persons whether statutory, contractual or by common law;
(iv) All interest2.4 all of the Debtor's Inventory in all of its forms, dividends and/or other earnings of any kind which are paid with respect to whether now owned or derived from the Pledged Accounthereafter acquired and wherever located, and all proceeds of accessions or additions thereto and products thereof, whether now owned or hereafter acquired;
2.5 without in any of way limiting or modifying the foregoingforegoing in any respect, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoingDebtor's goods, chattels, business records, contracts, contract rights, advertising agreements, tax refunds, documents of title, fixtures, insurance policies and proceeds, patents, trademarks, service marks, logos, trade names, copyrights and applications therefor, licenses, licensing fees, permits, approvals, consents, certificates, stock, surveys, engineering reports, tools, landscaping, machinery, furniture, furnishings, business machines, appliances, vehicles, trailers, rolling stock, deposits, security deposits, money, securities, claims, demands, causes of action, refunds, rebates, income and all other tangible and intangible real, personal or mixed property whether now owned or hereafter acquired;
(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 such section, and 2.6 any separate undertaking additional properties 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 assets from time to time by delivered to or deposited with the Owner Secured Party as security for the Secured Indebtedness or otherwise pursuant to createthe terms of this Agreement; and
2.7 all proceeds, evidenceproducts, maintain additions to, replacements of, substitutions for and effect accessions of any and all of the Owner’s security interest items described in the Pledged Account subparagraphs 2.1, 2.2, 2.3, 2.4, 2.5 and the other rights pledged hereunder2.6 in this paragraph 2.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as 1As 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 (a) 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 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 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 (b) 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, to and under all of Borrower’s personal property and other assets (other than any Intellectual Property) including without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (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 and to the followingpossession or under the control of Agent; and, to the extent they relate 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 Loans purchased by payment and proceeds from the Owner:
sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (athe “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) All personal property comprising and/or contained holds that a security interest in the Pledged Accountunderlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as provided in of the date of 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 include 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 financial intermediary (as defined in § 8-313 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 Intellectual Property 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 extent necessary to permit perfection 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, receive and receipt 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 such 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
(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 OwnerAgent’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 (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby 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 (a) 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 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 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 (b) 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 rightsall Assets identified on an Asset Schedule or Schedule 2 hereto;
(ii) all amounts due in respect of the Participation Certificate and the related Participation Agreement identified on Schedule 2 hereto;
(iii) all records, claims, instruments, notes instruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” 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 financial intermediary (as defined in § 8-313 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 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”Participation Agreements);
(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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing;.
(b) All contract Seller and other rights Buyer hereby assigns, pledges, conveys and grants a security interest in all of XXXX its right, title and interest in, to receive payment of Guaranty Fees, other than and under the XXXX Guarantee Fee Entitlement, from Repurchase Assets to Buyer to secure the Owner under each of Obligations. Seller agrees to xxxx its computer records and tapes to evidence the Guaranty Agreements; TERI’s rights interests granted to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;Buyer hereunder.
(c) All Recoveries The parties acknowledge that Xxxxxx Xxx has certain rights under the Acknowledgment Agreement, including the right to cause the Seller to transfer servicing to Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. The parties acknowledge that, to the extent that Xxxxxx Mae exercises its rights to cause Seller to transfer the MSRs and all rights Excess Spread without the requirement of XXXX payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by Buyer in an amount equal to receive or collect Recoveries; andthe lesser of (x) the fair market value of such Excess Spread and (y) the outstanding balance of the Repurchase Price attributable to such Excess Spread, each as determined by the Buyer.
(d) All proceeds Seller and Buyer hereby acknowledge and agree that the Buyer has sold and/or pledged its rights to the Repurchase Assets hereunder to the Issuer pursuant to the PC Repurchase Agreement, and Seller acknowledges the Lien as more particularly set forth in the PC Repurchase Agreement.
(e) The foregoing provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) 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 Mortgage Investment Trust)
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 First Priority 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 Company 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 the First-Second 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 (a) 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 the 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 the First-Second 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 Security Agreements; (ii) First Priority 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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 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 (a) 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 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 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 (b) 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 UCC), (b) Excluded Accounts, (c) more than 65% of the issued and outstanding shares of capital stock of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, solely to the extent Borrower has provided Agent with evidence satisfactory to Agent that the pledge of more than 65% of such voting stock of such Subsidiary would reasonably be expected to result in a material adverse tax consequence to Borrower, and solely for as long as such consequence may result, such portion of such voting stock of such Subsidiary, if excluded from the Collateral, would avoid such material adverse tax consequence (it being understood that in the case of any Foreign Subsidiary whose ownership does not satisfy the holding period requirement set forth in Section 246(c)(5) of the Code, not more than 65% of such Foreign Subsidiary’s stock shall be required to be pledged until the holding period is satisfied), or (d) any property, right or asset held by the Borrower or any Subsidiary to the extent that a grant of a security interest therein is prohibited by any requirement of law of a governmental authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or representing indebtedness giving rise to such property, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Agreement or (B) to the extent that such requirement of law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such requirement of law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences.
3.3 The security interest granted in Section 3.1 of this Agreement shall continue until the Secured Obligations (other than contingent indemnification or reimbursement obligations that are not yet due and payable) have been paid in full and Lender has no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, and shall thereupon terminate upon Borrower providing cash collateral acceptable to SVB in its reasonable discretion (and executing, delivering and filing, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) for Secured Obligations constituting Bank Services, if any, and Lender and Agent shall, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination. In the event there are Bank Services that are Secured Obligations consisting of outstanding Letters of Credit, Borrower shall provide to SVB cash collateral (and execute, deliver and file, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) in an amount equal to at least one hundred five percent (105.0%) plus all interest, fees, and costs 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 financial intermediary connection therewith (as defined estimated by SVB in § 8-313 of the Uniform Commercial Code)its good faith business judgment), 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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of secure all of the foregoing;Secured Obligations relating to such Letters of Credit.
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees3.4 Borrower acknowledges that it previously has entered, other than and/or may in the XXXX Guarantee Fee Entitlementfuture enter, from the Owner under each into Bank Services Agreements with SVB. Regardless of the Guaranty Agreements; TERI’s rights terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes SVB thereunder shall be deemed to receive subsequent Guarantee Fees from be Secured Obligations hereunder and that it is the Owner pursuant intent of Borrower and SVB to have all such section, and any separate undertaking or agreement Secured Obligations secured 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 first priority perfected security interest in the Pledged Account Collateral granted herein (subject only to Addendum 5 and Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien in this Agreement), and by any and all other rights pledged hereundersecurity agreements, mortgages, or other collateral granted to Agent by Borrower as security for the Secured Obligations, now or in the future.
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt for, 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 the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such sectioncollateral, “Additional Repurchase Assets,” and any separate undertaking or agreement by collectively with the Owner Primary Repurchase Assets and the Repurchase Rights, the “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; and
(dthe Transactions hereunder as defined under Sections 101(47)(A)(v) All proceeds and 741(7)(A)(xi) 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, collectshall be held in the custody of the Security Agent in trust for the purposes of, receive and receipt foron 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 indebtedness, obligations and liabilities of the Borrower to receive subsequent Guarantee Fees 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 Owner pursuant to such sectionBond 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 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt forextent permitted by applicable law, any and all such interest, dividends and/or other earningsNon-Workers’ Compensation Receivables; 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 such 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
(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(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 (a) 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 Notwithstanding the foregoing grant by the Trustee in the Existing Pledged Account created under each Borrower of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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 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 and a continuing security interest in and security title to all of 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 or interest (collectively, the “Pledged Collateral”):
(a) the Pledged Account Interests and the Additional Pledged Interests and all amounts 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 Interests 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, duly executed in blank by the applicable Pledgor, all warrants, options, share appreciation rights and other 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 deposit 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 be deposited therein as described 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 Section 2 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 this Agreement, including without limitation (i) or in exchange for any and all Guaranty Fees previously paid by Loan Originators of such securities; and
(c) all of such Pledgor’s rights, powers and currently held by the Trustee in the Existing Pledged Account created remedies under each any limited liability company agreements of the Account Security Agreements with respect to Loans purchased on Pledged Subsidiaries and the Closing Date as set forth in each Pledged Investments which are limited liability companies, if any (collectively, the “Operating Agreements”) and under any of the Security partnership agreements of the Pledged Subsidiaries and the Pledged Investments which are general or limited partnerships (collectively, the “Partnership Agreements”); and
(iid) to the extent not otherwise included, all proceeds of any and all additional Guaranty Fees with respect to such Loans purchased by of the Owner, which fees will be deposited into the Pledged Account on the Closing Dateforegoing; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX to the Trustee on the 15th day of in each month, for Recoveries received during the preceding month, and (b) 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 intangiblecase, 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt 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 such 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
(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 (a) 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 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 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 (b) 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 financial securities intermediary (as defined in § 8-313 102(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, receive collect and receipt forreceive, 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 such sectioneach 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: 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 (as hereinafter defined)their respective Obligations, all of TERI’s right, title and interest in and to (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt 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 such section, 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 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 (collectively, the “Pledged Collateral”):
(a) the Pledged Account Interests and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreementsubstitutions therefor and replacements thereof, including without limitation (i) any all proceeds and products thereof and all Guaranty Fees previously paid by Loan Originators and currently held by rights relating thereto, including, without limitation, the Trustee in the Existing Pledged Account created under each certificates representing any of the Account Security Agreements with Pledged Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and all dividends, cash, instruments and other property from time to Loans purchased time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on the Closing Date as set forth account of, or in each exchange for, any or all of the 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 (b) 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 intangibleInterests, 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt 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 Collateral pursuant to such 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
(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 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 (a) 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 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 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 (b) 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:
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, 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 Agent; and, to the extent not otherwise included, all Proceeds of each of the same evidencing or representing indebtedness due or to become due to XXXX (foregoing and 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 financial intermediary (as defined in § 8-313 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 accessions to, all books, records, computer printouts, tapes, disks, ledger sheets, files substitutions 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 Accountreplacements for, and all proceeds rents, profits and products of any 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 present and continuing right to make claim forsale, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds licensing or disposition of all of or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing;
, if a judicial authority (bincluding a U.S. Bankruptcy Court) 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 such 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
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt forextent permitted by applicable law, any and all such interest, dividends and/or other earningsNon-Workers’ Compensation Receivables; 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 such 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
(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 pledges, assigns and sets over Subject to the Owner, terms and conditions hereinafter set forth and as security for the prompt payment by XXXX and performance of the Secured Obligations (as hereinafter defined)Pledgors' obligations to the Bank under the Note and the Reimbursement Agreement, each Pledgor hereby ratifies and confirms the security interests and liens granted pursuant to the Existing Security Agreement and pledges, assigns, hypothecates, transfers, sets over, grants a security interest in and delivers to the Bank all of TERI’s rightsuch Pledgor's rights, title and interest in and to all cash, time deposits, certificates of deposit, securities, financial assets, securities entitlements, financial instruments, investment property and other property, and any permitted substitutions therefor or additions thereto (athe "Collateral") on deposit with the Pledged Bank in Custody Account No. 70-5032-01-9 (the "Account") and/or any other account maintained by any of the Pledgors with the Bank, together with any and all proceeds thereof. Each Pledgor covenants and agrees to maintain Collateral in the Account acceptable to the Bank in the amounts and subject to the margins set forth in the Reimbursement Agreement and the Note. The Account and all amounts Collateral on deposit or therein shall be under the sole dominion and control of the Bank, provided that the Pledgors shall be entitled to be deposited therein as described in Section 2 of this Agreementmake withdrawals from the Account, including without limitation if (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect Bank shall have consented to Loans purchased on the Closing Date as set forth in each of the Security Agreements; such withdrawal, such consent not to be unreasonably withheld, (ii) any and all additional Guaranty Fees with respect after giving effect to such Loans purchased by withdrawal, the Owner, which fees will be deposited into Value of Investments (as such term is defined in the Pledged Account on Reimbursement Agreement) equal or exceeds the Closing Date; Minimum Coverage Amount (as defined in the Reimbursement Agreement) and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX immediately prior to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 after giving effect to such sectionwithdrawal, no default shall have occurred and any separate undertaking be continuing under the Note 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 “CollateralReimbursement 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: Letter of Credit Reimbursement Agreement (Bf Enterprises Inc)
Security Interest. XXXX hereby pledges, assigns and sets over All of the Borrower's Obligations constitute one (1) loan secured by the Agent's Liens on the Collateral now or from time to time hereafter granted by the Borrower to the OwnerAgent. The Borrower hereby acknowledges, confirms and agrees that the Agent, as security for successor in interest to SBCC, has and shall continue to have, to secure timely payment by XXXX and performance in full of the Secured Obligations Obligations, for the benefit of the Lenders, a right of setoff against and a valid, continuing, enforceable and fully perfected first-priority Lien (as hereinafter defined), subject only to Permitted Liens) upon all of TERI’s the Borrower's right, title and interest in and to (a) the Pledged Account all Property and all amounts on deposit or to be deposited therein as described 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 the Trustee in the Existing Pledged Account created under each Property of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the 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 (b) 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 intangibleBorrower, whether now owned or hereafter acquired by XXXX the Borrower 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 Accounts; (ii) all General Intangibles; (iii) all Fixtures; (iv) all Inventory; (v) all Equipment; (vi) all Intellectual Property; (vii) all of the same evidencing Borrower's deposit accounts (general or representing indebtedness due special) with any financial institution with which the Borrower maintains deposits; (viii) all of the Borrower's now owned or to become due to XXXX hereafter acquired monies, and any and all other property and interests in property of the Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofwhether for safekeeping, whether in the form of certificates of deposit, repurchase agreementscustody, U.S. Treasury Billspledge, U.S. Treasury Notestransmission, investment grade commercial collection or otherwise); (ix) all documents, instruments and chattel paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities ; (whether certificated or uncertificated and specifically including x) all insurance policies relating to any securities which are purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined in § 8-313 of the Uniform Commercial Code))foregoing, payment intangibles including without limitation business interruption insurance; (xi) all of the Borrower's books 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 records relating to any of the above described property, including but not limited foregoing; (xii) all accessions and 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 (xiii) all cash collections from, and the present all other cash and continuing right to make claim for, collect, receive and receipt fornon-cash proceeds of, any and all such interestof the foregoing including, dividends and/or other earnings; and
(v) All the without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral and claims against any Person for loss of, damage to, or destruction of, any or all of the foregoing;
(b) All contract Collateral. In addition, concurrently with the execution and other rights delivery hereof the Borrower shall deliver the Mortgages, and concurrently with the acquisition of XXXX any real property after the Effective Date, the Borrower shall grant and convey to receive payment of Guaranty Feesthe Agent, other than for the XXXX Guarantee Fee Entitlement, from the Owner under each benefit of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such 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
(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 documentsLenders, as may be requested from time to time by security for the Owner to createObligations, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderfirst mortgage Liens on all such real property.
Appears in 1 contract
Samples: Loan and Security Agreement (Brothers Gourmet Coffees Inc)
Security Interest. XXXX hereby pledgesTo secure the performance by the Seller 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 Seller (whether as hereinafter defined), all of TERI’s right, title and interest in and to (aSeller 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 the 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 Seller hereunder or thereunder, whether for Capital, Yield, Fees, indemnification payments, expenses or otherwise (all of the 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 Seller hereby assigns to the Trustee on Program Agent for its benefit and the 15th day ratable benefit of each monththe Conduit Purchasers, for Recoveries received during the preceding monthCommitted Purchasers and the Group Agents, and (b) 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 (Program Agent for its benefit and its assigns) the ratable benefit of the Conduit Purchasers, the Committed Purchasers and the Group Agents, 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 the Owner:“Collateral”)
(a) All personal property comprising and/or contained in the Pledged Account, as provided in this Sale Agreement, both tangible including, without limitation, (i) all rights of the Seller to receive monies due or to become due under or pursuant to the Sale Agreement, (ii) all security interests and intangibleproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sale Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Sale Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired by XXXX or arising, and wheresoever locatedall other assets, including including, without limitation:
(i) All contract rights, claimsaccounts, chattel paper, instruments, notes investment property, securities, payment intangibles and accountsgeneral intangibles (as those terms are defined in the UCC), whether now existing or hereafter arisingincluding undivided interests in any of the foregoing, (c) all of the Seller’s interest in the CNB Customer Deposit Accounts and AOT Securities Accounts, (d) the Seller’s Account and any other deposit accounts of the Seller, (e) all other assets of the Seller, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX accounts, chattel paper, goods, instruments, investment property, deposit accounts and general intangibles (all hereinafter called the “Accounts”);
(ii) All funds and investments thereof, whether as those terms are defined in the form UCC as in effect on the date hereof in the State 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)New York), 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 including undivided interests 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, owned by the Seller and not otherwise purchased under this Agreement, and (f) to the present and continuing right to make claim forextent not included in the foregoing, collect, receive and receipt for, 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 such 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
(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: Warehouse Loan Purchase Agreement (Colonial Bancgroup 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 Excess Interest on the Cash Secured Advances, Yield, Capital, Reimbursement Obligations, fees, expenses or otherwise, the Seller hereby pledges, assigns and sets over to the Owner, as security Program Agent for payment by XXXX its benefit and the ratable benefit of the Secured Obligations Investors, the Banks (as hereinafter defined), all of TERI’s right, title including the L/C Bank) and interest in and to (a) 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 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 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 monthInvestor Agents, and (b) 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 Program Agent for its benefit and the ratable benefit of the Investors, the Banks (including the L/C Bank) and its assigns) the Investor Agents, 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 Originator Purchase Agreement 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 arisingUndertaking, 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”);
Originator Purchase Agreement or the Undertaking, (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, 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 financial intermediary (as defined in § 8-313 iii) all rights of the Uniform Commercial Code))Seller to receive proceeds of any insurance, payment intangibles indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking, 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-Boxes and Deposit Accounts and the present funds deposited in such accounts and continuing right (D) to make claim forthe extent not included in the foregoing, collect, receive and receipt for, 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 such 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
(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 Borrower hereby pledges, assigns and sets over grants to the OwnerLender a Lien on, as charge over and security for payment by XXXX interest in and right of set-off against (collectively, the Secured Obligations (as hereinafter definedLender’s “Security Interest”), all of TERIthe Borrower’s rightnow existing or hereafter acquired or arising rights, title title, interests, powers and interest privileges in and to the following assets, wherever situated (collectively, the “Collateral”):
(a) 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 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 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 (b) 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 Collateral 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Feesall Investee Fund Interests;
(c) All Recoveries all Investment Property and other property and assets carried in or credited to the Collateral Account;
(d) all Documents;
(e) all Accounts, General Intangibles (including Payment Intangibles), Instruments, Letter-of-Credit Rights and all rights of XXXX Supporting Obligations and other property, in each case held in or credited to receive or collect Recoveriesthe Collateral Account;
(f) the Property; and
(dg) All proceeds all Proceeds or products of any and all of the foregoing. All The accounts comprising the Collateral Account as of the foregoing property in date hereof are identified on Schedule I hereto, which shall be amended, modified or supplemented to reflect the Owner has been granted a security interest is herein collectively referred to addition or deletion of accounts hereafter, whenever any such accounts shall be added or closed and, as “Collateral.” It is expressly understood and agreed that this security interest and assignment so revised, 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 be delivered to the Owner Lender no less frequently than on the last Business Day of each calendar month. The assets comprising Collateral credited to said accounts shall be described in an account list or statement for each such other documentsaccount, as may be requested in form and substance satisfactory to the Lender, delivered to the Lender from time to time upon demand and, in any case, without demand on the last Business Day of each calendar month (each such account list as amended, modified or supplemented, an “Account List”). For clarity and the avoidance of doubt, the Borrower shall have satisfied its obligations for delivery of Schedule I and Account Lists hereunder if it shall cause the Custodian timely to deliver such items, upon timely receipt thereof by the Owner Lender. Upon delivery, each Schedule I and Account List so received by the Lender after the date hereof shall be deemed automatically to createbe incorporated by reference herein and this Agreement shall automatically be amended thereby; provided, evidencehowever, maintain any failure of the Borrower or the Custodian so to deliver any such Schedule I or Account List shall not impair the Security Interest granted herein; and effect provided, further, that no such Schedule I or Account List delivered after the Owner’s date hereof shall be effective to release Collateral from the security interest granted hereunder unless the Lender consents to such release or the disposition of Collateral reflected in such Schedule I or Account List is permitted by this Agreement, but the Pledged Security Interest granted hereunder shall extend to each item listed on any such Schedule I or Account and the other rights pledged hereunderList.
Appears in 1 contract
Samples: Security Agreement (Persimmon Growth Partners Fund Lp)
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;[Reserved]
(c) All Recoveries Subject to the priority interest of the Indenture Trustee, Buyer and all 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 of XXXX (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or collect Recoveries; andany rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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 Agreements; TERIforegoing (including all of Seller’s rights to receive subsequent Guarantee Fees from rights, title and interest in and under the Owner pursuant to such section, Participation Agreement 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 RecoveriesServicing Contracts); and
(dviii) All any and all replacements, substitutions, distributions on or proceeds of any and 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 (a) 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 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 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 (b) 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 financial intermediary Default (as defined in § 8-313 below) 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, receive and receipt 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 Stock pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries and all rights Section 9 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 pledgesBuyer and Seller intend, assigns and sets over for all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to the Owner, as security for payment by XXXX Buyer of the Secured Obligations 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 (except in the case of the grant of security interests by Seller under clause (b) below, which shall be unconditional as hereinafter definedof the Closing Date), Master Seller, on behalf of itself and with respect to each Series Seller, hereby pledges all of its right, title, and interest in, to and under and grants a lien on, and security interest in (which lien and security interest shall be of first priority), all of TERI’s its right, title title, and interest in and to (a) 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 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 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 (b) 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, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “AccountsCollateral”);) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such Transaction is deemed to be a loan):
(iia) All funds and investments thereofthe Purchased Loans, whether in the form of certificates of depositServicing Agreements, repurchase agreementsServicing Records, U.S. Treasury BillsServicing Rights, 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 financial intermediary (as defined in § 8-313 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 insurance 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 AccountPurchased Loans, and all proceeds of any of collection and escrow accounts relating to the foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoingPurchased Loans;
(b) All contract the Cash Management Account and other rights of XXXX all monies from time to receive payment of Guaranty Fees, other than time on deposit 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesCash Management Account;
(c) All Recoveries all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any 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.; and
Appears in 1 contract
Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Security Interest. XXXX hereby pledges, assigns The Seller and sets over Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to the OwnerSeller secured by the Purchased Assets. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for payment by XXXX the Seller's performance of the Secured Obligations (as hereinafter defined), all of TERI’s rightits Obligations, title and interest in and to (a) 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 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 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 (b) 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 Seller hereby grants to the Owner (and its assigns) Buyer a fully perfected first priority security interest in all of TERI’s rightSeller's rights, 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 arisingacquired: (i) all Purchased Assets identified on a Transaction Notice delivered by the Seller to the Buyer and sold to Buyer in a Transaction; (ii) all Servicing Agreements related to such Servicing Rights; (iii) all records, instruments or other documentation evidencing such Servicing Rights; (iv) all related Hedge Instruments, (v) all Income relating to such Servicing Rights; (vi) the Call Rights (vi) all Related Security related to such Servicing Rights; (vii) any other collateral pledged or otherwise relating to the Servicing Rights; (viii) all "accounts", "chattel paper", "commercial tort claims", "deposit accounts", "documents," "equivalent", "general intangibles", "goods", "instruments", "inventory", "investment property", "letter of credit rights", and "securities' accounts" as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing (including, without limitation, in the case of Servicing Rights, 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 financial intermediary (as defined in § 8-313 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 rightSeller's rights, title and interest of XXXX in and under the Servicing Agreements); and (ix) any and all replacements, substitutions, distributions on 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 proceeds of any kind which are paid or all of the foregoing (collectively the "Collateral"). Seller acknowledges and agrees that its rights 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, receive and receipt forCollateral (including without limitation, any security interest Seller may have in the Collateral and any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall continue to be at all such interest, dividends and/or other earnings; and
(v) All times junior and subordinate to 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 such 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
(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 Buyer hereunder.
Appears in 1 contract
Samples: Master Repurchase Agreement (Novastar Financial 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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), during the continuance of an Event of Default, Buyer shall 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, (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 necessary or desirable or as may be reasonably requested by Buyer with respect to the Owner under each perfection and priority of the Guaranty Agreements; TERI’s 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 receive subsequent Guarantee Fees from the Owner pursuant to such section, 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) and (iii) Seller shall make any separate undertaking or agreement by entries in its register of mortgages and changes as necessary under the Owner to pay such subsequent Guarantee Fees;laws of the Cayman Islands.
(c) All Recoveries Seller hereby pledges and grants 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 rights proceeds thereof. Seller shall take all action as is necessary or desirable 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; andinstrument 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 Blocked 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 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 Ownerinstruments as may be reasonably necessary and requested by Seller to reconvey such Purchased Asset and any Income related thereto to Seller, together with a release of Buyer’s security interest in the Pledged Account and the other rights pledged hereunderinterests therein.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (TPG RE Finance Trust, 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, each Seller hereby pledgespledges to Administrative Agent, assigns and sets over to for the Ownerbenefit of Buyers, as security for payment the performance by XXXX such Seller of the Secured its Obligations (as hereinafter defined)and hereby grants, all of TERI’s right, title assigns and interest in and pledges to (a) 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 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 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 (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include Administrative Agent 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 TERIsuch Seller’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 financial intermediary (as defined in § 8-313 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, receive and receipt for, constituting any and all such interestof the foregoing (including all of each 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 Each Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the related Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Each Seller agrees to mark 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 the Owner under each of the Guaranty Agreements; TERI’s rights interests granted to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;Administrative Agent hereunder.
(c) All Recoveries Subject to the priority interest of the Indenture Trustee, Administrative Agent, Xxxxxx and all Sellers hereby agree that in order to further secure Sellers’ Obligations hereunder, Sellers hereby grant to Administrative Agent, for the benefit of Buyers, a security interest (subject and subordinated to Xxxxxx Xxx’s rights under the Acknowledgment Agreement and the Xxxxxx Xxx Requirements) in (i) as of XXXX the Closing Date with respect to the PMC Seller and as of the Effective Date with respect to the PMH Seller, Sellers’ rights (but not its obligations) under the Program Agreements including any rights to receive payments thereunder or collect Recoveries; andany rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
(d) All proceeds [Reserved.]
(e) 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 the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) 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: Repurchase Agreement (PennyMac Mortgage Investment Trust)
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 (ax) 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 the 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 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 (by) 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 financial securities intermediary (as defined in § 8-313 102(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, receive collect and receipt forreceive, 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 such sectioneach 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: 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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 such 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
(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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 such section, 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 and sets over The Seller has granted a security interest (as defined in the UCC) to the OwnerTrust Collateral Agent, as security agent for payment by XXXX of the Secured Obligations (as hereinafter defined)Noteholders, all of TERI’s right, title and interest in and to (a) 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 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 Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the OwnerSeller Property, which fees will be deposited into the Pledged Account on is enforceable in accordance with Applicable Law upon the Closing Date; . Upon the filing of UCC-1 financing statements naming the Trust Collateral Agent as secured party and (iii) all Recoveriesthe Seller as debtor, or upon the Trust Collateral Agent obtaining possession or control, in the case of that portion of the Seller Property which Recoveries constitutes tangible or electronic chattel paper or instruments, the Trust Collateral Agent, as agent for the secured parties under the Indenture, 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 (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include have a grant of first priority perfected security interest in defaulted Loansthe Seller Property. In furtherance thereofAll filings (including such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust Collateral Agent, XXXX as agent for the Trust, in the Seller Property have been made.
2.8 Clauses (a), (b), (d), (f)(ii), (g) and (h)(i) of Section 3.03 of the Agreement are hereby grants to the Owner (amended in their respective entirety 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 Owneras so amended shall read as follows:
(a) All personal property comprising The Trust hereby revocably appoints Credit Acceptance as custodian of the Dealer Agreements, the Purchase Agreements, the Contract Files and the Certificates of Title related to the Financed Vehicles. Credit Acceptance hereby accepts such appointment and agrees to hold and/or contained in the Pledged Accountcontrol, as provided in this or appoint an agent to hold and/or control, each Dealer Agreement, both tangible Purchase Agreement, Contract File and, in states where it is required by applicable law, the Certificate of Title related to each Financed Vehicle under this Agreement as custodian for the Trust and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:the Trust Collateral Agent.
(i) All contract rightsOn or prior to the Closing Date and each Distribution Date during the Revolving Period, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all the Servicer shall provide an Acknowledgment substantially in the form of Exhibit E hereto dated as of the same evidencing Closing Date or representing indebtedness due such Distribution Date, as applicable, to the Owner Trustee and the Trust Collateral Agent confirming that the Servicer has received and is in possession of the original copy, or to become due to XXXX (all hereinafter called has control over the “Accounts”authoritative copy” (as such term is used in Section 9-105 of the UCC);, of each Dealer Agreement listed on Schedule A hereto (or such amendment or supplement to Schedule A relating to each Distribution Date, as applicable).
(ii) All funds If, on the 120th day after the Closing Date or the 120th day after each Distribution Date during the Revolving Period, the Servicer has not verified the presence of the original or “authoritative copy” (as such term is used in Section 9-105 of the UCC) of the Contract related to the Contracts listed on Schedule A hereto (or such amendment or supplement to Schedule A relating to each Distribution Date during the Revolving Period, as applicable) with respect to at least 98.0% of the number of Contract Files required to be reviewed by each such 120th day in accordance with Section 3.03(d) hereof, the Servicer shall provide notice to the Owner Trustee and investments thereofthe Trust Collateral Agent as of such date indicating the number of Incomplete Contracts as of such date.
(iii) On or prior to the 180th day after the Closing Date and the 180th day after each Distribution Date during the Revolving Period, whether the Servicer shall provide an Acknowledgment substantially in the form of certificates Exhibit E hereto, dated as of depositsuch date, 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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 Trustee and the other rights pledged hereunderTrust Collateral Agent confirming that the Servicer has verified the presence of the original or “authoritative copy” (as such term is used in Section 9-105 of the UCC) contract related to at least 98.0% of the Contract Files required to be reviewed by such date in accordance with Section 3.03(d) hereof.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Credit Acceptance Corp)
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 (as hereinafter defined)their respective Obligations, all of TERI’s right, title and interest in and to (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt 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 such section, 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 and deliver to naming any Grantor or the Owner such other documents, Grantors 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 debtors and the other rights pledged hereunder.Administrative Agent as secured party. Notwithstanding anything herein to
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
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 (a) 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 all proceeds thereof (collectively, the Trustee “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 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 (b) 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 TERIDebtor’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 11, 2020 (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, 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;thereof.”).
(c) All Recoveries The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and all rights of XXXX to receive or collect Recoveries; and
the Buyers (di) All proceeds upon payment of the foregoing. All 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 further action by any Person, but solely with respect to the Purchased Securities in respect of such Transaction that are not Roll-Over Securities with respect to such Transaction, and (ii) upon any amendment and restatement of the foregoing property Portfolio Schedule with respect to a Transaction in which accordance with 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 thereofterms hereof, without further action by any Person, but solely with respect to Purchased Securities previously identified in the making or doing of any further act or thing whatsoeverexisting Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. XXXX shall promptly Agent hereby agrees, at Seller’s expense, to (x) file appropriate financing statement amendments to reflect such release and (y) agree to 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 As general and continuing security for the payment and performance of all Obligations, the Borrower hereby pledges, assigns and sets over grants to the OwnerLender a security interest in all present and after- acquired undertaking and property, both real and personal, of the Borrower (collectively, the "Collateral"), and as further general and continuing security for the payment and performance of such Obligations, the Borrower hereby assigns the Collateral to the Lender and mortgages and charges the Collateral as and by XXXX way of a fixed and specific mortgage and charge to the Lender. Without limiting the generality of the Secured Obligations (as hereinafter defined)foregoing, the Collateral will include all of TERI’s right, title and interest that the Borrower now has or may hereafter have or acquire in and to any manner whatsoever (aincluding by way of amalgamation) the Pledged Account and in 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 the Trustee in the Existing Pledged Account created under each property of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the 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 (b) 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 Ownerfollowing kinds:
(a) All all debts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Borrower;
(b) all inventory of whatever kind and wherever situated, including, without limiting the generality of the foregoing, all goods held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in the business of the Borrower (collectively, the "Inventory");
(c) all machinery, equipment, fixtures, furniture, plant, vehicles and other tangible personal property comprising and/or contained in which are not Inventory (collectively, the Pledged Account"Equipment");
(d) all chattel paper;
(e) all warehouse receipts, as provided in this Agreement, both tangible bills of lading and intangibleother documents of title, whether now owned negotiable or hereafter acquired by XXXX and wheresoever located, including without limitation:not;
(if) All contract all shares, bonds, debentures, uncertificated securities, and other securities (collectively, the "Securities");
(g) all rights, claimscontracts, instruments, notes and accounts, whether now existing or hereafter arising, (including, without limitation, rights and interests arising thereunder or subject thereto), instruments, agreements, licences, permits, consents, leases, policies, approvals, development agreements, building contracts, performance bonds, purchase orders, plans and specifications all of which may or may not be personal property but may be rights in which the same evidencing Borrower has interests, all as may be amended, modified, supplemented, replaced or representing indebtedness due or restated from time to become due to XXXX time (all hereinafter called the “Accounts”"Contractual Rights");
(iih) All funds all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill and investments thereofall patents, whether trademarks, trade names, business names, trade styles, logos and other business identifiers, copyrights, technology, inventions, industrial designs, know-how, trade secrets and other industrial and intellectual property in which the Borrower now or in the form of certificates of depositfuture has any right, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes title 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 financial intermediary (as defined in § 8-313 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”)interest;
(iiii) All rightall investment property;
(j) all bills, title notes, cheques and interest of XXXX in or to all other instruments and all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government;
(k) all books, invoices, documents covering and other records in any form evidencing 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”)Collateral;
(ivl) All interestall replacements of, dividends and/or other earnings substitutions for and increases, additions and accessions to any of any kind which are paid with respect to or derived from the Pledged Account, and property described in this Section 2.01; and
(m) all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; provided that the said assignment and mortgage and charge will not (i) extend or apply to the last day of the foregoingterm of any lease or any agreement therefor now held or hereafter acquired by the Borrower, but should the Lender or any Agent enforce the said assignment or mortgage and charge, the present Borrower will thereafter stand possessed of such last day and continuing right must hold it in trust to make claim for, collect, receive and receipt for, assign the same to any and all person acquiring such interest, dividends and/or other earnings; and
(v) All term in the proceeds of all course 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 enforcement of the Guaranty Agreements; TERI’s rights said assignment and mortgage and charge, or (ii) render the Lender or any Agent liable to receive subsequent Guarantee Fees from observe or perform any term, covenant or condition of any agreement, document or instrument to which the Owner Borrower is a party or by which it is bound. Despite any other provision of this agreement, the interests granted to the Lender pursuant to such section, this agreement in the Borrower's existing 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 after-acquired trademarks 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 be limited to the Owner such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the OwnerLender’s security interest in the Pledged Account and the other rights pledged hereunderinterests therein.
Appears in 1 contract
Samples: General Security Agreement
Security Interest. XXXX For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, and the Tranche B Lenders agreement to make Loans to the Parent, Mont Re hereby pledges, assigns hypothecates, and sets over impresses the Pledged Collateral with a lien in favor of the Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Owner, as Administrative Agent a security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (a) the Pledged Account Collateral, in each case to secure the punctual payment and performance of all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation the Obligations. Mont Re covenants and agrees that (i) with respect to the Pledged Collateral consisting of the Securities Account, the property held therein and any and all Guaranty Fees previously paid by Loan Originators proceeds thereof, the Administrative Agent has control and, from and currently held by after the Trustee in issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Existing Administrative Agent shall have sole and exclusive control over such Pledged Account created under each of Collateral and that it shall take all such steps as may be necessary to cause the Account Security Agreements with respect Administrative Agent to Loans purchased on the Closing Date as set forth in each of the Security Agreementshave sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all additional Guaranty Fees with proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and Mont Re shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and Mont Re shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect to such Loans purchased by of the Owner, which fees will be deposited into the Pledged Account on the Closing DateLoan Documents; 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 (b) TERI’s right to receive all Earnings. The foregoing it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, Mont Re is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be deemed done all things necessary to include a grant of security interest preserve and keep in defaulted Loans. In furtherance thereof, XXXX hereby grants to full force and effect the Owner (and its assigns) a perfected first priority security interest in all of TERI’s right, title and interest in and the Pledged Collateral granted to the followingAdministrative Agent hereunder (subject to laws affecting creditor’s rights, to generally); (v) it shall not create or permit the extent they relate to Loans purchased by the Owner:
(a) All personal property comprising and/or contained existence of liens or security interests in the Pledged Account, as provided Collateral in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by XXXX and wheresoever located, including without limitation:
favor of third parties other than (i) All contract rightsliens arising by operation of law, claims, instruments, notes so long as the aggregate obligations secured thereby do not exceed $1,000,000 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 the Custodial Lien and investments thereof, whether Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result 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 financial intermediary (as defined in § 8-313 termination of the Uniform Commercial Code)), payment intangibles Control Agreement without the prior consent of the Administrative Agent and general intangibles, whether now existing or hereafter arising it shall otherwise comply in all respects with the provisions of the Control Agreement; and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iiivii) 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, receive and receipt 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 such 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
(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 Deposit Account and the Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other rights pledged hereundercredit to or for the benefit of Mont Re.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Feesall Chattel Paper;
(c) All Recoveries all Documents of Title;
(d) 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 all 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 XXXX Dealers under Dealer Agreements);
(n) all computer records ("Computer Records") and software ("Software"), whether relating to receive the foregoing Collateral or collect Recoveriesotherwise, but in the case of such Software, subject to the rights of any non-affiliated licensee of software; and
(do) All proceeds 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 (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, (aiii) 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 the 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 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 (b) 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 financial intermediary all payment intangibles) (each as defined in § 8-313 the 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, receive and receipt for, 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 such sectionPurchasers and the other Purchaser Parties hereunder shall terminate, and all without delivery of any separate undertaking instrument or agreement performance of any act by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries any party, and all rights of XXXX to receive or collect Recoveriesthe Seller Collateral shall revert to the Seller; and
(d) All proceeds provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the 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.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nabors Industries LTD)
Security Interest. XXXX Tenant hereby pledges, transfers and assigns to Landlord, and sets over grants to Landlord, as additional security for Tenant's obligations under this Lease, a continuing perfected first priority security interest in and to, and a first lien upon: (i) the Accounts and Local Accounts owned by it from time to time, now existing or hereafter arising, and all amounts which may from time to time be on deposit in each of such Accounts and Local Accounts (such first lien is subject to the Owner, as security for payment by XXXX of Lien on Membership Contract Receivables arising under the Secured Obligations Working Capital Loan Documents); (as hereinafter defined), ii) all of TERI’s Tenant's right, title and interest in and to (a) the Pledged all cash, property or rights transferred to or deposited in each Account and all amounts on deposit or each Local Account from time 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 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 Security Agreementstime; (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 Recoveriescertificates and instruments, which Recoveries shall be remitted by if any, from time to time representing or evidencing the Accounts or Local Accounts or any amount on behalf deposit in any thereof, or any value received as a consequence of XXXX possession thereof, including all interest, dividends, cash, instruments and other property from time to time received or otherwise distributed in respect of, or in exchange for, any or all of such Accounts or Local Accounts; (iv) all monies, chattel paper, checks, notes, bills of exchange, negotiable instruments, documents of title, money orders, commercial paper, and other security instruments, documents, deposits and credits from time to time in the possession of Landlord representing or evidencing such Accounts or Local Accounts; (v) all other property, held in, credited to or constituting part of any of the Accounts or Local Accounts; (vi) all earnings and investments held in any Account or Local Account in accordance with this Lease; and (vii) to the Trustee on extent not described above, any and all proceeds of the 15th day of each monthforegoing (collectively, for Recoveries received during the preceding month"ACCOUNT COLLATERAL"). This Lease and the pledge, assignment and (b) 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 made 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), secures 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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of Tenant's obligations under this Lease in accordance with the foregoing;
(b) All contract and other rights of XXXX to receive payment of Guaranty Fees, other than provisions set forth herein. This Lease shall be deemed a security agreement within the XXXX Guarantee Fee Entitlement, from the Owner under each meaning of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such 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
(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 “CollateralUCC.” 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 (a) 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 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 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 Issuer of each month, for Recoveries received during the preceding month, and (b) 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 financial intermediary (as defined in § 8-313 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 the Seller 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 State of Illinois) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds Exhibit A-3 thereof and Insurance Proceeds relating thereto will be held by the Issuer free and clear of any Lien of any Person except for (x) Liens permitted under Section 2.5(b) of the foregoingTransfer and Servicing Agreement, (y) the -------------- interest of the Seller as holder of the Collateral Certificate and (z) the Seller's right to receive interest accruing on, and investment earnings in respect of, the present Collection Subaccount and continuing right to make claim for, collect, receive Series Account as provided in the Transfer and receipt for, any and all such interest, dividends Servicing Agreement; and/or other earnings; and
(vii) All the proceeds it constitutes a grant 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 such 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
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest (as defined in the UCC as in effect in the State of Illinois) in such property to the Issuer, which is herein collectively referred enforceable with respect to the existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as “Collateral.” It is expressly understood defined in the UCC as in effect in the State of Illinois) thereof and agreed that Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Issuer, 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 State of Illinois) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Issuer 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 assignment shall automatically attach to any in the case of the Receivables of such Additional Accounts thereafter created and all future deposits tothe Collections, earnings fromRecoveries and other proceeds (as defined in the UCC as in effect in the State of Illinois) 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 Issuer 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, except for Liens permitted under Section 2.5(b) of the Pledged Account Transfer and Servicing Agreement, the -------------- the interest of the Seller as holder of the Collateral Certificate and the other rights pledged hereunderSeller's right to receive interest accruing on, and investment earnings in respect of, the Collection Subaccount and any Series Account as provided in the Transfer and Servicing Agreement.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Spiegel Master Trust)
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 Assets and not loans from Buyer to Seller secured by the Purchased Assets. 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 (a) 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 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 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 (b) 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 this Agreement and the related documents described herein:
(a) the Purchased Assets, any Additional Assets, the Servicing Agreement, the Servicing Records, insurance relating to the Purchased Assets, and all “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 Assets;
(iib) All funds all “general intangibles” (including “payment intangibles”), “accounts,” “chattel paper,” “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 financial intermediary (“instruments” as defined in § 8-313 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 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, receive and receipt for, constituting any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(bc) All contract all “supporting obligations” and other rights “letter of XXXX credit rights” as defined in the UCC 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 Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such 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 Recoveriesforegoing; and
(d) All proceeds all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights to payments, and records (but excluding any financial models or other proprietary information) and files relating to any and all of 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 upon satisfaction of all of Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith. For purposes of the grant of the security interest pursuant to this Section 6 of this Agreement, this Agreement shall be deemed to constitute a security agreement under the Uniform Commercial Code as in effect in any applicable jurisdiction (the “UCC”). 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 the State of New York. In furtherance of the foregoing, (A) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Purchased Assets and as a UCC filing with respect to the security interests granted in this Section 6 (i) a UCC financing statement to be filed in the appropriate filing office substantially in the form of Exhibit XIII attached hereto, (ii) amendments to such UCC financing statement and having attached to each such UCC financing statement amendment a description of the Purchased Assets which identifies the Purchased Assets by setting forth (a) the name of the borrower with respect to each Purchased Asset, (b) the Participation Agreement (including the date) or other document, agreement or instrument pursuant to which each Purchased Asset was made or is governed, and (c) the initial or then outstanding principal amount of each Purchased Asset, the percentage interest in the Purchased Asset represented by the Participation Interest that constitutes each Purchased Asset and the initial or then outstanding principal amount of such Participation Interest, and (iii) such other UCC filings, 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 such Filings to Seller 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).
Appears in 1 contract
Samples: Master Repurchase Agreement (American Mortgage Acceptance Co)
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 (aA) the Pledged Account Originator Purchase Agreement and all amounts on deposit or to be deposited therein as described in Section 2 of this the Undertaking Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by 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 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 (b) 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”);
Originator Purchase Agreement or the Undertaking 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 Originator Purchase Agreement or the Undertaking 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 financial intermediary (as defined in § 8-313 iii) all rights of the Uniform Commercial Code))Seller to receive proceeds of any insurance, payment intangibles indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking Agreement, 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, receive and receipt for, 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 such 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
(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) 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt for, 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 such 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
(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) 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt for, 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 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;[Reserved].
(c) All Recoveries Buyer and all 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 of XXXX (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or collect Recoveries; andany rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”) to 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 (a) 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 the 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 such section, 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 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 (a) 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 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 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 (b) 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 financial intermediary continuance of an "Event of Default" (as defined in § 8-313 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, receive and receipt for, 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 Holders of the Series 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 receive subsequent Guarantee Fees from act as his agent with respect to the Owner pursuant to such sectionmatters 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 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 (a) 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 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 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 (b) 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, 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 Agent; and, to the extent not otherwise included, all Proceeds of each of the same evidencing or representing indebtedness due or to become due to XXXX (foregoing and 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 financial intermediary (as defined in § 8-313 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 accessions to, all books, records, computer printouts, tapes, disks, ledger sheets, files substitutions 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 Accountreplacements for, and all proceeds rents, profits and products of any 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 present and continuing right to make claim forsale, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds licensing or disposition of all of or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing;
, if a judicial authority (bincluding a U.S. Bankruptcy Court) 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 such 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
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted 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 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) any property, right or asset held by Borrower to the extent that a grant of a security interest therein is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, right or asset, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Agreement or (B) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States); provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach US-DOCS\132047445.10 immediately to any portion of the Collateral that does not result in such consequences, (b) any Excluded Accounts, (c) the assets of any non-wholly owned Subsidiaries pursuant to customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, (d) interests in joint ventures that constitute Permitted Investments pursuant to customary restrictions and conditions contained in agreements governing such joint ventures in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, or (e) with respect to shares or stock in Excluded Subsidiaries, more than 65% to the extent that the pledge of more than 65% of such shares or stock of any Excluded Subsidiary would result in an adverse tax consequence to Borrower.
3.3 [Reserved].
3.4 If this Agreement is terminated, Agent’s Lien in the Collateral shall continue until the Secured Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make credit extensions has terminated, Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights pledged hereundertherein shall revert to Borrower.
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 (a) The parties hereto intend that each transfer of a Mortgage Loan pursuant to this Agreement and the Pledged Account applicable Term Sheet constitute a sale by the Seller to the Purchaser of such Mortgage Loan, including for accounting purposes, and all amounts on deposit not a secured borrowing. It is, further, not the intention of the parties that any such transfer be deemed the grant of a security interest in any Mortgage Loan by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, any Mortgage Loan is held to be deposited therein as described the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in Section 2 any Mortgage Loan, then (a) this Agreement shall constitute a security agreement; and (b) the transfer provided for in this Agreement and the applicable Term Sheet shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser, to secure all of this Agreementthe Seller's obligations hereunder, including without limitation a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in, to and under: (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Mortgage Loans purchased listed on the Closing Date as set forth in Mortgage Loan Schedule to each of the Security AgreementsTerm Sheet; (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any and all additional Guaranty Fees with respect to such Loans purchased by of the Owner, which fees will be deposited into the Pledged Account on the Closing Dateforegoing; 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(d) All proceeds of the foregoing. All The Purchaser shall have all of the foregoing property in which rights of a secured party under the Owner has been granted a security interest is herein collectively referred applicable Uniform Commercial Code.
(b) The Seller shall take or cause to as “Collateral.” It is expressly understood be taken such actions and agreed that this security interest and assignment shall automatically attach to execute such documents, including without limitation the filing of any and all future deposits tofinancing statements, earnings fromcontinuation statements, and proceeds of amendments to financing statements, as are necessary to perfect the Pledged Account immediately upon deposit or accrualPurchaser's interests in each Mortgage Loan. The Seller shall file such financing statements, continuation statements, and all Guaranty Fees and Recoveries immediately upon amendments on a timely basis.
(c) No later than ten (10) days following each Closing Date, the receipt thereof, without Seller shall file in the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further action, and execute and deliver to applicable jurisdictions such UCC financing statements covering the Owner such other documents, as may be requested from time to time Mortgage Loans sold by the Owner Seller on such Closing Date as are necessary to create, evidence, maintain and effect perfect the Owner’s security interest Purchaser's interests in the Pledged Account and the other rights pledged hereundersuch Mortgage Loans.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Sale Agreement (WaMu Asset Acceptance Corp.)
Security Interest. XXXX (a) The Seller hereby pledgesgrants to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser), a security interest in its right, title and interest in, to and under all Receivables, Related Security, Collections and Lock-Box Accounts to secure the payment of all amounts owing hereunder. The Seller and Collection Agent shall hold in trust for the benefit of the Administrative Agent and such other Persons entitled thereto any Collections received pending their application pursuant to Section 1.1(c), Section 2.3 or Article III hereof. After the occurrence of a Termination Event, the Seller and Collection Agent shall not, without the prior written consent of the Instructing Group, distribute any Collections to any Person (whether as payment on the Subordinated Notes or otherwise) other than the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) and the Purchasers (and to the Collection Agent, in payment of the Collection Agent Fee to the extent permitted hereunder) until all amounts owed under the Transaction Documents to the Administrative Agent, the Co-Collateral Agents and the Purchasers are indefeasibly paid in full.
(b) The Seller hereby assigns and sets over otherwise transfers to the OwnerAdministrative Agent (for the benefit of itself, as security for payment by XXXX of the Secured Obligations (as hereinafter definedCo-Collateral Agents and each Purchaser), all of TERIthe Seller’s right, title and interest in in, to and under the Purchase Agreement. The Seller shall execute, file and record all financing statements, continuation statements and other documents required to perfect or protect such assignment. This assignment includes (a) all monies due and to become due to the Pledged Account Seller from the Originators or the Parent under or in connection with the Purchase Agreement (including fees, expenses, costs, indemnities and all amounts on deposit damages for the breach of any obligation 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 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 Security Agreements; (ii) any and all additional Guaranty Fees with respect representation related to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iiiagreement) 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 (b) TERI’s all rights, remedies, powers, privileges and claims of the Seller against the Originators or the Parent under or in connection with the Purchase Agreement. All provisions of the Purchase Agreement shall inure to the benefit of, and may be relied upon by, the Administrative Agent, the Co-Collateral Agents, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the Administrative Agent (acting independently or at the direction of the Instructing Group) shall have the sole 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 enforce the Seller’s rights and remedies under the Purchase Agreement to the Owner (and its assigns) a first priority security interest in all of TERI’s rightsame extent as the Seller could absent this assignment, title and interest in and to but without any obligation on 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 part of the same evidencing Administrative Agent, the Co-Collateral Agents, any Purchaser or representing indebtedness due or any other such Person 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 financial intermediary (as defined in § 8-313 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 perform any of the foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all obligations of the foregoing;
Seller under the Purchase Agreement (b) or the promissory note executed thereunder). All contract amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;shall be applied in accordance herewith.
(c) All Recoveries This agreement is a security agreement for purposes of the UCC. Upon the occurrence of a Termination Event, the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) will have all rights of XXXX to receive or collect Recoveries; and
(d) All proceeds of and remedies provided under the foregoing. All of the foregoing property UCC as in which the Owner has been granted a security interest is herein collectively referred to as “Collateraleffect in all applicable jurisdictions.” 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 (a) 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 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 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 (b) 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 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 UCC).
3.3 Upon satisfaction in full in cash of the Secured Obligations (other than inchoate indemnity obligations) and at such time as Lenders’ obligation to become due to XXXX (all hereinafter called make Advances has terminated, Agent shall, upon the “Accounts”);
(ii) All funds written request and investments thereofat the sole cost and expense of Borrower, whether release its liens 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries Collateral and all rights of XXXX therein shall revert to receive or collect Recoveries; and
(d) All proceeds Borrower. At the reasonable request of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred Borrower following any such termination, Agent will deliver to as “Collateral.” It is expressly understood and agreed that Borrower any Collateral held by Agent under 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 actionAgreement, and execute and deliver to the Owner Borrower such other documents, documents as may be requested from time Borrower will 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 hereunderevidence such termination.
Appears in 1 contract
Samples: Loan and Security Agreement (Applied Genetic Technologies Corp)
Security Interest. XXXX (a) The parties hereto (i) intend that the transactions contemplated by Section 2.1(a) shall be treated as a purchase and sale of Accounts and Indebtedness for all purposes and that the transactions contemplated by Section 2.1(b) shall be treated as a program for the extension of credit by GE Capital to Account Debtors who wish to obtain financing from GE Capital to purchase Merchandise, not as lending transactions and (ii) shall file and/or have filed UCC-1 or comparable statements in order to perfect the interests created thereby. To secure payment of all Obligations and, against the possibility that those transactions contemplated hereby pledgesas a purchase and sale of Accounts and Indebtedness or as extensions of credit to Account Debtors are not so considered despite the intentions of the parties, assigns Parent and sets over each Operating Subsidiary hereby grant, to the Ownerextent of their interests therein, to GE Capital a continuing first priority Lien in and to all Accounts and Indebtedness sold, assigned or otherwise transferred to GE Capital, established and/or added by GE Capital, or as security for payment to which GE Capital has otherwise provided consideration under this Agreement, including, without limitation, a first priority Lien, to the extent of Parent's or its Operating Subsidiary's interest therein, in and to all Merchandise purchased by XXXX of Account Debtors pursuant to such Accounts. Such Lien is in addition to the Secured Obligations (as hereinafter definedLiens specified in Sections 5.1(b), 5.4 and 6.
1. All such property shall be collectively referred to as the "Collateral".
(b) In addition to the Lien granted pursuant to Section 5.1(a), to secure payment of all of TERI’s rightObligations, title Parent and interest each Operating Subsidiary hereby xxxxx XX Capital a continuing first priority Lien in and to (a) the Pledged Account all Accounts and all amounts on deposit or to be deposited therein as described in Section 2 of this AgreementIndebtedness at anytime owned by any such Person, including without limitation (i) any limitation, Accounts and all Guaranty Fees previously paid by Loan Originators and currently held by 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 Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans Indebtedness 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 Parent or on behalf of XXXX an Operating Subsidiary pursuant to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, Section 2.4 and (b) 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 (Accounts 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 Indebtedness established and/or added by GE Capital that are 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 Parent 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 an Operating Subsidiary pursuant to such 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
(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 2.4.” 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: Account Purchase and Credit Card Program Agreement (Levitz Furniture Corp /Fl/)
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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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 to make claim for, collect, receive the Principal Account as provided in the Pooling and receipt for, any and all such interest, dividends and/or other earningsServicing Agreement; and
or (vii) All the proceeds a grant 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 such 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
(d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest (as defined in the UCC) in such property to the Trust, which is herein collectively referred enforceable with respect to existing Receivables of the Additional Accounts, the proceeds (as “Collateral.” It is expressly understood defined in the UCC) thereof and agreed that 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 proceeds (as defined in the UCC) 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 assignment shall automatically attach to any in the case of the Receivables of such Additional Accounts thereafter created and all future deposits to, earnings fromthe proceeds (as defined 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 (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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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 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) and containing the following collateral description “all assets now owned or hereafter acquired”, 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 necessary or desirable or as may be requested by Buyer with respect to the Owner under each perfection and priority of the Guaranty Agreements; TERI’s 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 receive subsequent Guarantee Fees from the Owner pursuant to such section, Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and any separate undertaking or agreement by 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 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 rights proceeds thereof. Seller shall take all action as is necessary or desirable 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; andinstrument 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 Blocked 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 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 (Claros Mortgage Trust, Inc.)
Security Interest. XXXX hereby pledgesTo secure payment of all Obligations, assigns Holdings and sets over each Borrower grants to the OwnerAdministrative Agent, as security for payment by XXXX the benefit of the Secured Obligations (as hereinafter defined)holders of the Obligations, all of TERI’s right, title and a security interest in and to (a) 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) all present and future Inventory of Holdings or such Borrower, together with all attachments, accessories, exchanges and additions to (including replacement parts installed in or repairs to) any such Inventory, and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each chattel paper, documents, certificates of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each title, certificates of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Ownerorigin, 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 (b) 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, claimsgeneral intangibles, instruments, notes accounts 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether contract rights now existing or hereafter arising and wheresoever locatedwith respect thereto, or otherwise (ii) all hereinafter called the “Intangibles”);
Parts Inventory, (iii) All rightall Company Vehicles, 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, all cash and all non-cash proceeds of any of the foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All all deposit accounts and securities accounts, to 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 such 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
(d) All extent proceeds of the foregoing. All foregoing have been deposited therein or amounts or investment property therein otherwise represent proceeds of any of the foregoing property in which (collectively, the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood ”). Each Borrower agrees that at any time and agreed that this security interest and assignment shall automatically attach from time to any and all future deposits totime, earnings from, and proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereofrequest of Administrative Agent, without Borrowers will promptly (i) deliver to Administrative Agent all Collateral other than Inventory, Parts Inventory and Company Vehicles, (ii) xxxx all chattel paper, documents and instruments and Borrowers’ books of account, ledger cards and other records relative to the making or doing of any further act or thing whatsoever. XXXX shall promptly take all further actionCollateral with a notation reasonably satisfactory to Administrative Agent disclosing that they are subject to Administrative Agent’s security interest, and (iii) execute and deliver to Administrative Agent such instruments, statements and agreements as Administrative Agent may reasonably request to evidence further each Loan and the Owner security interests granted hereunder; provided, however, a Borrower’s failure to comply with such other documents, as may be requested from time to time by the Owner to create, evidence, maintain and effect the Ownerrequest shall not affect or limit Administrative Agent’s security interest or other rights in and to the Collateral, (iv) execute and deliver to Administrative Agent Control Agreements for all deposit accounts and securities accounts, to the extent proceeds of the foregoing have been deposited therein or amounts or investment property therein otherwise represent proceeds of any of the foregoing, and (v) permit Administrative Agent or its representatives to examine the Collateral and Borrowers’ books and records and, during the continuation of an Event of Default, Borrowers agree to pay to Administrative Agent its actual costs relating to such examinations immediately upon receipt of Administrative Agent’s invoice therefor. Borrowers agree that Administrative Agent may directly collect any amount owed to Borrowers with respect to the Collateral (hereafter referred to as an "Account") and credit Borrowers with all sums received by Administrative Agent. With the consent of the Borrower Representative, not to be unreasonably withheld or delayed, or at any time that an Event of Default has occurred and is continuing, Administrative Agent may contact any customer of any Borrower to confirm and verify the terms of sale, payments made on an Account, and any modifications claimed to be made by the Borrowers with such customer of Borrower. If an Event of Default has occurred and is continuing, Borrowers agree that Administrative Agent may at any time notify any customer of any Borrower of the assignment of said Account and revoke the authority of the Borrowers to collect the same and should the Administrative Agent at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a Borrower to apply to an Account, Administrative Agent is irrevocably appointed attorney-in-fact for each such Borrower to endorse each such instrument with the name of the applicable Borrower and collect the same. Without limiting the foregoing, (i) concurrently with the entry of any Borrower into a security agreement, mortgage or other document pursuant to which such Borrower purports to xxxxx x Xxxx in any personal property to secure the obligations under any Formula Revolver Loan Documents, the Borrower shall enter into a corresponding agreement granting a Lien in such personal property to secure the Obligations, and (ii) as security for the full and timely payment and performance of all Obligations, Borrower Representative shall, and shall cause each other Borrower to do or cause to be done all things necessary in the Pledged Account and reasonable opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other rights pledged hereunderencumbrance or restriction on transfer, except as expressly permitted under Section 8.1.
Appears in 1 contract
Security Interest. XXXX hereby pledgesAs security for all obligations, assigns liabilities (including, without limitation, under Section 5 of the Note Agreement) and sets over indebtedness of every nature of Pledgor from time to time owed to Xxxxxx under the Interest Note and the other Reorganization Documents, including the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable whether before or after the filing of a proceeding under Title 11 of the United States Code entitled "Bankruptcy", as amended from time to time or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and all rules and regulations promulgated thereunder (collectively, the "Obligations"), subject to the Ownerterms and conditions of this Agreement, as Pledgor hereby delivers, pledges and assigns to Xxxxxx and grants to Xxxxxx a security for payment by XXXX of the Secured Obligations (as hereinafter defined)interest in, all of TERI’s Pledgor's right, title and interest in and to (a) 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 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 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 (b) 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 following (the Owner:"Pledged Collateral"):
(a) All personal property comprising and/or contained in all of the issued and outstanding capital stock of ECI and ATB represented by the stock certificates listed on Exhibit A attached hereto (the "Pledged Shares") and the certificates representing the Pledged AccountShares, and all products and proceeds of any of the Pledged Shares including, without limitation, all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and
(b) all additional shares of stock of, or equity interest in, ECI or ATB, as provided the case may be, from time to time acquired by Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares under and as defined in this Agreement), both tangible and intangible, whether now owned or hereafter acquired by XXXX all products and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arisingproceeds of any of such additional Pledged Shares, 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 dividends, cash, instruments, subscriptions, warrants 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 rights and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined in § 8-313 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 options 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, receive and receipt 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 such 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
(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 createreceived, evidence, maintain and effect the Owner’s receivable or otherwise distributed in respect of or in exchange for any or all of such additional Pledged Shares. The security interest in the Pledged Account and the other rights pledged hereundergranted hereby to Xxxxxx shall be a first priority security interest.
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 (a) 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 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 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 to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) 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 financial intermediary (as defined in § ss. 8-313 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, receive and receipt 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 Subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent 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: Deposit and Security Agreement (National Collegiate Funding LLC)
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 (amonetary 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 the 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 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 the Trustee on the 15th day of each monthconstitute a security agreement under Revised UCC Article 9, as in effect in New York, for Recoveries received during purposes of the preceding month, and (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant attachment 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 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 such 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; andsecure Seller's obligations as aforesaid.
(d) All proceeds of The Seller hereby authorizes the foregoing. All of Administrator, the foregoing property in which Buyers and the Owner has been granted a security interest is herein collectively referred Buyer Agents 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 fromfile appropriate initial financing statements, and proceeds of the Pledged Account immediately upon deposit or accrualamendments thereto, 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 documentsextent provided in Section 9-509(b) of Revised UCC Article 9, as may be requested from time to time by in effect in New York, in connection with the Owner to create, evidence, maintain transactions referenced in subsections (b) and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunder(c) above.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Volt Information Sciences, Inc.)
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 (a) 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 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 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 (b) 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 financial intermediary ("instruments" as defined in § 8-313 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 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, receive and receipt for, 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 such 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
(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 (a) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 For purposes of this AgreementSection 14.3, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by 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 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 (b) 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 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 Code as is applicable pursuant to such sectionSection 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 (xii) all cash collections from, and the present all other cash and continuing right to make claim for, collect, receive and receipt fornon-cash 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 such 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
(d) All proceeds 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 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, receive and receipt for, 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 the extent such section, and any separate undertaking or agreement 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; andagainst 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;
(ac) 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 other payments and compensation due and to become due to each Grantor from 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 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 (b) 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 financial intermediary (as defined in § 8-313 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 cash and non-cash proceeds of any of the foregoing, and the present and continuing right to make claim for, collect, receive and receipt 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 such 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
(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) Each Company hereby pledges, assigns and sets over to grants Laurus a security interest (the Owner, as security for payment by XXXX "Security Interest") in all of the Secured Obligations (as hereinafter defined)following property now owned or at any time hereafter acquired by it, all of TERI’s or in which it now has or at any time in the future may acquire any right, title or interest (the "Collateral"): all accounts whether or not purchased by Laurus pursuant to this Agreement, all other personal property and fixtures of such Company, including, without limitation, inventory, equipment, goods, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and software), chattel paper (whether tangible or electronic), supporting obligations, investment property, letter of credit rights, trademarks and tradestyles in which such Company now has or hereafter may acquire any right, title or interest in and to the proceeds and products thereof (aincluding without limitation, proceeds of insurance) the Pledged Account and all amounts on deposit additions, accessions and substitutions thereto or therefor, all rights of such Company pursuant to this Agreement, and all contract rights and other general intangibles related to the Accounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in the foregoing language of this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time in the State of New York (the "Code") are used as so defined in the Code.
(b) This Security Interest shall secure any and all obligations and liabilities of each Company under any and all of the Transaction Documents, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to be deposited therein as described in Section 2 become due (the "Obligations").
(c) Each Company will do all lawful acts which Laurus deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of this Agreement, including without limitation including, but not limited to, the execution of all documents, instruments and agreements in form satisfactory to Laurus and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of any and all Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments. Each Company irrevocably appoints Laurus as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and perfection of its security interest under this Agreement, such appointment being deemed to be a power coupled with an interest.
(d) Each Company warrants that (i) any its principal place of business, chief executive office and all Guaranty Fees previously paid by Loan Originators the place where the records concerning its accounts and currently held by contract rights are located at the Trustee address set forth herein and (ii) it is duly organized in the Existing Pledged Account created under each State of (1) New Jersey, in the case of Vertex, with an organization identification number of 9117766000 (2) New York, in the case of DCS, which is a state in which an organization identification number is not so assigned, (3) Delaware, in the case of RSI, with an organization identification number of 2813888 (4) California, in the case of PDI, with an organization identification number of C1811921. None of the Account Security Agreements Accounts Receivable is evidenced by a promissory note or other instrument. No Company shall reincorporate itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof. Each Company will keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the previous sentence or, upon 30 days' prior written notice to Laurus, at any other locations in a jurisdiction where all actions required by this Section 4 shall have been taken with respect to Loans purchased on the Closing Date Collateral. Each Company will hold and preserve its records concerning its accounts and contract rights and will permit representatives of Laurus at any time during normal business hours to inspect and make abstracts from such records.
(e) Each Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances (collectively, "Liens") against the Collateral other than Permitted Liens (as set forth in each hereafter defined). Each Company will notify Laurus of any Liens against the Collateral, will defend the Collateral against any Liens adverse to Laurus, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the 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 term of XXXX to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) 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 intangibleany Liens against the Collateral, whether now owned or hereafter acquired acquired, except liens in favor of Laurus and Permitted Liens. The term Permitted Liens means Liens in the Collateral in favor of (a) MidMark Investments, Inc., the lien priorities with respect to which are governed by XXXX the terms of an Intercreditor Agreement dated as of the date hereof and wheresoever located(b) Pitney Xxxxx, including Inc., the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof, as each such agreement may be amended, modified and supplemented from time to time.
(f) Each Company authorizes Laurus to file one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Laurus may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so.
(g) Each Company irrevocably appoints Laurus as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in Laurus' discretion, to take any action or execute any instrument which Laurus may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to Laurus pursuant to this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign such Company's name on any invoice or xxxx of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to Laurus); (v) if a Default has occurred and is continuing if required in the reasonable judgement of Laurus, to notify the postal authorities to change the address for delivery of its mail to an address designated by Laurus, to receive, open (in the presence of an officer of Vertex if reasonably practicable in light of the then existing circumstances) and process all mail addressed to such Company (and to make reasonable provisions to allow the Company to receive its mail after review by Laurus), to send requests for verification of accounts to customers; and (vi) to file any claims or take any action or institute any proceedings which Laurus may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Laurus with respect to any of the Collateral. Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission as such attorney.
(h) if any Company fails to perform any agreement contained herein, Laurus may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Laurus incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby.
(i) The powers conferred on Laurus hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Laurus to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Laurus shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Agreement had not been executed; (ii) the exercise by Laurus of any of its rights hereunder shall not release any Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) Laurus shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall Laurus be obligated to perform any of the obligations or duties of the any Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(k) In recognition of Laurus' right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all liabilities and obligations of the Companies to Laurus under the Transaction Documents, Laurus shall not be required to record any terminations or satisfactions of any of any of Laurus' liens on the Collateral unless and until each Company has executed and delivered to Laurus a general release in a form reasonably satisfactory to Laurus.
(l) If any Default shall have occurred and be continuing:
(i) All contract rightsLaurus may exercise in respect of the Collateral, claimsin addition to other rights and remedies provided for herein or otherwise available to it, instrumentsall the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), notes and accountsalso may (1) require each Company to, whether now existing and each Company hereby agrees that it will at its expense and upon request of Laurus forthwith, assemble all or hereafter arisingpart of the Collateral as directed by Laurus and make it available to Laurus at a place to be designated by Laurus which is reasonably convenient to both parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Laurus' offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Laurus may deem commercially reasonable. Each Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to Vertex, as agent for the Companies, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Laurus shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Laurus may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned.
(ii) Any cash held by Laurus as Collateral and all cash proceeds received by Laurus in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Laurus, be held by Laurus as Collateral for, and/or then or any time thereafter be applied in whole or in part by Laurus against, all or any part of the Obligations in such order as Laurus shall elect. Any surplus of such cash or cash proceeds held by Laurus and remaining after payment in full of all the Obligations shall be paid over to the applicable Company or to whomsoever may be lawfully entitled to receive such surplus.
(iii) Laurus may exercise any and all rights and remedies of any and all Companies under or in connection with the Collateral, including, without limitation, any and all rights of the same evidencing each Company to demand 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 otherwise require payment 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever locatedamount under, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightperformance of any provision of, title and interest of XXXX in any account, contract 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”);agreement.
(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, receive and receipt for, payments received by any and all such interestCompanies under or in connection with the Collateral shall be received in trust for the benefit of Laurus, dividends and/or shall be segregated from other earnings; and
(v) All the proceeds of all funds of the foregoing;
(b) All contract applicable Company and other rights of XXXX shall be forthwith paid over 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 such 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
(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 Laurus in the Pledged Account and the other rights pledged hereundersame form as so received (with any necessary endorsement).
Appears in 1 contract
Samples: Accounts Receivable Purchase Agreement (Vertex Interactive Inc)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as a. 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 (a) 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 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 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 (b) 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 Xxxxxxxx’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; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) All contract rightsGoods; (j) the Antecip License Agreement and all proceeds thereof; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, claimsleased, instrumentsconsigned by or to, notes or acquired by, Borrower and accountswherever 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.
b. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (collectively, the “Excluded Property”) (a) any “intent to use” trademarks at all times prior to the first use thereof, whether now existing by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or hereafter arisingotherwise, provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, (b) non-assignable property, 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries and all rights any particular asset if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of XXXX any governmental authority, regulatory authority or third party), provided that the foregoing exclusion of this clause (c) shall in no way be construed (1) to receive apply to the extent that any described prohibition or collect Recoveries; and
restriction is unenforceable under Section 9406, 9407 or 9408 of the UCC or other applicable law or (2) to apply to the extent that any consent or waiver has been obtained, or is hereafter obtained, that would permit the Agent’s security interest or Lien notwithstanding the prohibition or restriction on the pledge of such asset, (d) All any Excluded Accounts, including cash pledged pursuant to Permitted Liens and any Deposit Account, securities account, commodities account or other account to the extent solely and exclusively used to hold any cash pledged as a Permitted Lien, and (e) Equipment and software (and the products and proceeds thereof) subject to Permitted Liens of the foregoing. All type described in clause (vii) of the foregoing property in definition of Permitted Liens, but only to the extent and for so long as the agreements under which the Owner has been granted equipment is financed prohibit granting a security interest is herein collectively referred therein to as “CollateralLender.” It is expressly understood
c. Upon termination of this Agreement and agreed that repayment if full of all Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this security interest and assignment shall automatically attach to any and Agreement), 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 Collateral granted under this Agreement shall terminate and all rights on the Collateral shall revert to Borrower. Agent shall execute such documents and take such other rights pledged hereundersteps as are reasonably necessary for Borrower to accomplish the foregoing, all at Borrower’s sole cost and expense.
Appears in 1 contract
Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.)
Security Interest. XXXX hereby pledgesBuyer and Seller intend, assigns and sets over for all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to the Owner, as security for payment by XXXX Buyer of the Secured Obligations 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 (except in the case of the grant of security interests by Master Seller under clause (b) below, which shall be unconditional as hereinafter definedof the date hereof), Master Seller, on behalf of itself and on behalf of each Series Seller, hereby pledges all of its and each Series Seller’s right, title, and interest in, to and under and grants a lien on, and security interest in (which lien and security interest shall be of first priority), all of TERIits and each Series Seller’s right, title title, and interest in and to (a) 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 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 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 (b) 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, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “AccountsCollateral”);) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such Transaction is deemed to be a loan):
(iia) All funds and investments thereofthe Purchased Loans, whether in the form of certificates of depositServicing Agreements, repurchase agreementsServicing Records, U.S. Treasury BillsServicing Rights, 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 financial intermediary (as defined in § 8-313 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 insurance relating to the above described property, including but not limited toPurchased Loans, all books, records, computer printouts, tapes, disks, ledger sheets, files Hedging Transactions related to the Purchased Loans and other data (all such instruments collection and documents being called escrow accounts relating to 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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoingPurchased Loans;
(b) All contract the Cash Management Account and other rights of XXXX all monies from time to receive payment of Guaranty Fees, other than time on deposit 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee FeesCash Management Account;
(c) All Recoveries all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any 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.; and
Appears in 1 contract
Samples: Master Repurchase Agreement (LoanCore Realty Trust, Inc.)
Security Interest. XXXX (a) Administrative Agent, Buyers, and Xxxxxx intend that all Transactions hereunder be sales to Administrative Agent, on behalf of Xxxxxx, of the Purchased Assets (other than any Mezzanine Loan) for all purposes (other than for U.S. federal, state and local income or franchise tax purposes) and not loans from Buyers to Seller secured by the Purchased Assets. However, in the event that any Transaction is deemed to be a loan, Seller hereby pledgespledges to Administrative Agent, assigns and sets over to the Owneron behalf of Xxxxxx, as security for payment the performance by XXXX Seller of the Secured Repurchase Obligations (as hereinafter defined)and hereby grants to Administrative Agent, all of TERI’s right, title and interest in and to (a) 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 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 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 monthBuyers, for Recoveries received during the preceding month, and (b) 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 TERISeller’s right, title and interest in and to the followingfollowing (collectively, to and together with the extent they relate to Loans purchased by Mezzanine Loan Repurchase Assets (as defined below), 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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;
(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; and
(vii) 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.
(b) All contract With respect to the security interest in the Repurchase Assets granted in Section 6(a) and Section 6(f) hereof, and with respect to the security interests granted in Sections 6(c) and 6(d), Administrative Agent, on behalf of Buyers, shall, upon the occurrence and 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) Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of Guaranty FeesBuyers (to be filed in the filing office indicated therein) and, other than with respect to Seller, containing the XXXX Guarantee Fee Entitlementfollowing collateral description “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect and, with respect to Pledgor, describing all of the items set forth in the definition of Collateral in the Pledge Agreement, 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 granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller and Pledgor shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be requested by Administrative Agent, on behalf of Buyers, with respect to the Owner under each perfection and priority of the Guaranty Agreements; TERI’s outright transfer of the Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the other collateral specified in Sections 6(c) and 6(d) and the rights and remedies of Administrative Agent, on behalf of Buyers, with respect to receive subsequent Guarantee Fees from the Owner pursuant to such section, Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and any separate undertaking or agreement by 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 to Administrative Agent, for the benefit of Xxxxxx, as security for the performance by Seller of the Repurchase Obligations and hereby grants to Administrative Agent, on behalf of Xxxxxx, 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. So long as no Event of XXXX Default shall be continuing, Administrative Agent, on behalf of Xxxxxx, agrees that it will not redirect payments under any Hedging Transaction pledged to receive or collect Recoveries; andAdministrative Agent, on behalf of Buyers, pursuant to the terms of this Section 6(c).
(d) All proceeds [Reserved].
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the foregoing. All Repurchase Price by Administrative Agent, on behalf 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 toBuyers, earnings fromAdministrative Agent, and proceeds on behalf of the Pledged Account immediately upon deposit or accrualXxxxxx, 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 will deliver to the Owner Seller, at Seller’s expense, such other documents, documents and instruments as may be reasonably necessary and requested from time by Seller to time by reconvey such Purchased Asset and any Income related thereto to Seller.
(f) In order to further secure the Owner Repurchase Obligations hereunder, Seller hereby grants, assigns and pledges to createAdministrative Agent, evidenceon behalf of Buyers, maintain and effect the Owner’s a fully perfected first priority security interest in the Pledged Account Mezzanine Loans, all replacements, substitutions or distributions on, or proceeds, payments and profits of, and records and files relating thereto, and all related Servicing Rights, the Transaction Documents (to the extent such Transaction Documents and Seller’s right thereunder relate to the Mezzanine Loans), all documentation governing the Mezzanine Loans, any right or interest in or to property of any kind whatsoever, whether real, personal, or mixed and whether tangible or intangible, relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, interest rate protection agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights pledged hereunderto payment (including payments of interest or finance charges), general intangibles and other assets relating to the Mezzanine Loans (including, without limitation, any other accounts) or any interest in Mezzanine Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt with respect to the Mezzanine Loans, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Mezzanine Loan Repurchase Assets”).
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.)
Security Interest. XXXX To secure payment of the principal of and all interest on the Loan, the Investor hereby pledgesassigns, assigns pledges and sets over grants to DLJ Merchant Banking II, Inc. (the "AGENT"), for the benefit of the Lender, a security interest in (and, to the Ownerextent not previously delivered, as security for payment by XXXX of delivers to the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (a) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation Agent): (i) any _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all Guaranty Fees previously paid by Loan Originators and currently held other shares of capital stock acquired by the Trustee in Investor from the Existing Pledged Account created under each of Lender (collectively, the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements"PLEDGED SHARES"); (ii) any all rights and all additional Guaranty Fees privileges with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing DateShares; and (iii) all Recoveriesincome and profits thereon; (iv) all dividends, which Recoveries shall be remitted by payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or on behalf of XXXX proceeds so long as the Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Trustee Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the 15th day Loan. However, the Agent may elect to release certificates on the request of each monthInvestor in connection with a transfer by Investor which is permitted hereunder, for Recoveries received during so long as the preceding month, and (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant proceeds 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, such sale are applied as provided herein and, in this Agreementits reasonable discretion, both tangible the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note 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 Pledge constitutes a security agreement for which records are maintained on a book entry system through any financial intermediary (as defined in § 8-313 purposes of the Uniform Commercial Code)Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), payment intangibles the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and general intangiblesunpaid interest thereon) to be, whether now existing and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or hereafter arising other notice of any kind, all of which are hereby waived by the Investor, and wheresoever located(ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or otherwise (all hereinafter called in any way affect or modify, any obligation or liability of 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 Investor with respect to any of its Collateral or derived from any transaction in connection therewith. The Investor agrees that it will, at the Pledged AccountCompany's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and all proceeds of record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any security interest or to enable the Agent to exercise and enforce its rights hereunder with respect to any of the foregoingCollateral. To the extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and file, in the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all name of the foregoing;
Investor or otherwise, Uniform Commercial Code financing statements (bwhich may be carbon, photographic, photostatic or other reproductions of this Promissory Note and Pledge or of a financing statement relating to this Promissory Note and Pledge) 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 such 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
(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 Agent in its sole discretion may deem necessary or appropriate 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 the other rights pledged hereunderCollateral.
Appears in 1 contract
Samples: Subscription Agreement (Decrane Aircraft Holdings Inc)
Security Interest. XXXX (a) As security for the prompt and full payment when due of all of the Obligations, whether now existing or hereinafter incurred, the Grantor hereby pledgesgrants to the Collateral Agent as collateral agent on behalf of the Investor, assigns a continuing security interest of first priority in all of the Grantor's right, title and interest in, to and under the Collateral, whether now existing or hereafter from time to time acquired (the "Security Interest"). Without limiting the foregoing, the Collateral Agent is hereby authorized (but not obligated) to file one or more financing statements (including fixture filings), continuation statements, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by the Grantor, without the signature of the Grantor, and naming the Grantor as the debtor and the Collateral Agent as the secured party.
(b) As security for the prompt and full payment when due of all of the Obligations, the Grantor hereby (i) pledges and deposits as security with the Collateral Agent, as agent on behalf of the Investor (except as otherwise permitted below), the Pledged Collateral owned by the Grantor on the date hereof, which Pledged Collateral is listed on Schedule I attached hereto, and delivers to the Collateral Agent certificates therefor accompanied by undated stock powers duly executed in blank by the Grantor in the case of capital stock, or such other instruments of transfer as are acceptable to the Collateral Agent; and (ii) hereby assigns, transfers, hypothecates, mortgages, charges and sets over to the Owner, Collateral Agent as security for payment by XXXX collateral agent on behalf of the Secured Obligations (as hereinafter defined), Investor all of TERI’s the Grantor's right, title and interest in and to (a) the such 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 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 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 (b) 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 Collateral (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the followingcertificates or instruments evidencing such Pledged Collateral), to the extent they relate to Loans purchased be held by the Owner:
(a) All personal property comprising and/or contained in Collateral Agent upon the Pledged Account, as provided terms and conditions set forth in this Security Agreement, both tangible and intangible, . If any Pledged Collateral (whether now owned or hereafter acquired acquired) is evidenced by XXXX an uncertificated security, the Grantor shall promptly notify the Collateral Agent thereof in writing and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, shall promptly take all actions required to perfect the Security Interest of the same evidencing or representing indebtedness due or to become due to XXXX (all hereinafter called the “Accounts”);
(ii) All funds and investments thereofCollateral Agent, 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 as agent on a book entry system through any financial intermediary (as defined in § 8-313 behalf of the Uniform Commercial CodeInvestor under applicable law (including the UCC)), payment intangibles . All deliveries to and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called deposits with the “Intangibles”);
(iii) All right, title and interest of XXXX in or Collateral Agent made pursuant 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, receive and receipt for, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
this subsection (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 shall be made within 24 hours of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;time at which this Security Agreement becomes effective.
(c) All Recoveries and all rights of XXXX to receive or collect Recoveries; and
(d) All proceeds The security interests of the foregoingCollateral Agent under this Security Agreement extend to all Collateral that the Grantor may acquire at any time during the continuation of this Security Agreement. All If the Grantor shall acquire (by purchase, stock dividend or otherwise) any additional Pledged Collateral at any time or from time to time after the date hereof, the Grantor will forthwith pledge and deposit such Pledged Collateral as security with the Collateral Agent, as collateral agent on behalf 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 toInvestor, 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 Collateral Agent certificates therefor accompanied by stock powers duly executed in blank by the Grantor or such other documentsinstruments of transfer as are acceptable to the Collateral Agent, and will promptly thereafter deliver to the Collateral Agent a certificate executed by any of the President, any Vice President, or the Treasurer of the Grantor describing such Pledged Collateral and certifying that the same have been duly pledged with the Collateral Agent, as may be requested from time to time by collateral agent on behalf of the Owner to create, evidence, maintain and effect the Owner’s security interest in the Pledged Account and the other rights pledged hereunderInvestor.
Appears in 1 contract
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as As security for payment by XXXX of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and XXXX hereby grants a security interest in and to (ax) all property of XXXX now or hereafter deposited or held in 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 the 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 (by) TERI’s 's right to receive all Earnings. The foregoing shall not be deemed to include a grant of a security interest in defaulted Loans. In furtherance thereofthereof and in confirmation of the foregoing, 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 of XXXX deposited or held 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 financial securities intermediary (as defined in § 8-313 102(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, receive collect and receipt forreceive, 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 such sectioneach 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: Deposit and Security Agreement (National Collegiate Student Loan Trust 2007-2)
Security Interest. XXXX (a) Xxxxx 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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”)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, receive and receipt for, 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;
(vi) [reserved]; and
(vii) 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, 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), and shall forward copies of such filings to Seller upon completion thereof (collectively, the “Filings”), and (iii) 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 Xxxxx with respect to the Owner under each perfection and priority of the Guaranty Agreements; TERI’s 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 receive subsequent Guarantee Fees from the Owner pursuant to such section, Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and any separate undertaking or agreement by 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 Xxxxx, 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; andinstrument 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, Xxxxx 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 Xxxxx, 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: Tenth Omnibus Amendment to Transaction Documents (BrightSpire Capital, Inc.)
Security Interest. XXXX hereby pledges, assigns and sets over to the Owner, as security for payment by XXXX (a) Each of the Secured Obligations following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “Purchased Items”: all Mortgage Loans, all rights under each Purchase Agreement (as hereinafter definedbut not the obligations thereunder), all of TERI’s rightInterest Rate Protection Agreements, title all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and interest in any other collateral pledged hereunder or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to (a) any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Pledged Account Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or to be deposited therein as described in Section 2 of this Agreementother agreements or contracts relating to, including without limitation (i) constituting, or otherwise governing, any and or all Guaranty Fees previously paid by Loan Originators and currently held by 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 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 (b) 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 the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all monies from time to time on deposit in the Collection Account, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Owner:
(a) All personal property comprising and/or contained Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the Pledged Accountevent that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of Seller’s obligations to Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, as provided each of NCCC, NCRC and NCMC hereby assigns, pledges and grants a security interest in this Agreementall of its right, both tangible title and intangibleinterest in, whether now owned or hereafter acquired by XXXX to and wheresoever locatedunder the Purchased Items and Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, including without limitation:
(i) limitation the repayment of all amounts owing to Buyer hereunder. The assignment, pledge and grant of security interest contained herein shall be, and each of NCCC, NCRC and NCMC hereby represents and warrants to Buyer that it is, a first priority perfected security interest to the extent such security interest relates to the Mortgage Loans. Each of NCCC, NCRC and NCMC agrees to xxxx its computer records and tapes to evidence the interests granted to Buyer hereunder. All contract rights, claims, instruments, notes and accounts, whether Purchased Items shall secure the payment of all obligations of Seller now existing or hereafter arisingexisting under this Agreement, including, without limitation, all of the same evidencing or representing indebtedness due or Seller’s obligation 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever locatedPurchased Assets, or otherwise (all hereinafter called if such obligation is so recharacterized as a loan, to repay such loan, for the “Intangibles”);
(iii) All right, title Repurchase Price 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, receive and receipt for, pay 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 amounts owing 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;Buyer hereunder.
(c) All Recoveries Pursuant to the Custodial and all rights of XXXX Disbursement Agreement, Custodian shall hold the Mortgage Files as exclusive bailee and agent for Buyer pursuant to receive or collect Recoveries; and
(d) All proceeds the terms 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 Custodial and agreed that this security interest Disbursement Agreement 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 Buyer Trust Receipts each to the Owner effect that Custodian has reviewed such other documents, as may be requested from time Mortgage Files in the manner and to time the extent required by the Owner to create, evidence, maintain Custodial and effect the Owner’s security interest Disbursement Agreement and identifying any deficiencies in the Pledged Account and the other rights pledged hereundersuch Mortgage Files as so reviewed.
Appears in 1 contract
Samples: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. XXXX hereby pledgesAs collateral security for the prompt, assigns complete and sets over indefeasible payment and performance of (a) the entire principal amount of and interest accrued on the Loan, (b) all fees payable to Lender hereunder, including, without limitation, any and all commitment fees, agent fees and attorneys' fees and any and all other fees, expenses, costs or other sums chargeable to Borrower under any of the Loan Documents, (c) all other amounts and other obligations of Borrower to Lender arising under this Agreement or any other Loan Documents, (d) all amounts due from and other obligations of Borrower to the OwnerSwap Counterparty under any Swap Agreement and (e) all covenants and duties regarding such amounts, as security for payment by XXXX of any kind or nature, arising under any of the Secured Obligations Loan Documents (as hereinafter definedcollectively, the "Obligations"), Borrower hereby assigns, pledges and grants to Lender a lien on and security interest in all of TERI’s Borrower's right, title and interest in and to (abut none of its obligations under) 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 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 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 (b) 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 accountsfollowing property, whether now existing or owned or hereafter arisingarising or acquired by Borrower (collectively, including, without limitation, the "Collateral"):
(1) the Leases and all of the same evidencing or representing indebtedness amounts due or to become due to XXXX thereunder after the related Cut-Off Date and all Collections;
(all hereinafter called 2) the “Accounts”related Equipment (other than any licensed products that may accompany any of the Equipment);
(ii3) 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 financial intermediary (as defined in § 8-313 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”)related Lease Files;
(iii4) All rightthe Collection Account, title all amounts on deposit therein from time to time, and interest of XXXX in or to all instruments any investments thereof and documents covering or relating to earnings thereon;
(5) the above described propertyContribution and Sale Agreement, including including, but not limited to, all booksthe obligation of Trans Leasing to repurchase Leases under certain circumstances, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called but excluding the “Related Documents”)right to purchase or receive contributions of additional leases;
(iv6) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged AccountServicing Agreement;
(7) the Swap Agreement, and all proceeds of payments thereunder;
(8) the Insurance Policies and any of Insurance Proceeds related to the foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all such interest, dividends and/or other earningsLeases; and
(v9) All the all income or proceeds of the foregoing or relating thereto.
(a) Borrower shall remain liable under the Leases to the extent set forth therein to perform all of its duties and obligations thereunder to the foregoing;
same extent as if this Agreement had not been executed, (b) All contract the exercise by Lender of any of its rights in the Collateral shall not release Borrower from any of its duties or obligations under the Leases 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 such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries and all rights Lender shall not have any obligations or liability under the Leases by reason of XXXX this Agreement, nor shall Lender be obligated to receive or collect Recoveries; and
(d) All proceeds perform any of the foregoing. All obligations or duties of the foregoing property in which the Owner has been granted a security interest is herein collectively referred Borrower thereunder or to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach take any action to collect or enforce 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 claim for payment assigned hereunder.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Trans Leasing International Inc)
Security Interest. XXXX (a) Each Company hereby pledges, assigns and sets over to grants CTAC a security interest (the Owner, as security for payment by XXXX "Security Interest") in all of the Secured Obligations (as hereinafter defined)following property now owned or at any time hereafter acquired by it, all of TERI’s or in which it now has or at any time in the future may acquire any right, title or interest (the "Collateral"): all accounts whether or not purchased by CTAC pursuant to this Agreement, all other personal property and fixtures of each Company, including, without limitation, inventory, equipment, goods, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and software), chattel paper (whether tangible or electronic), supporting obligations, investment property, letter-of-credit rights, trademarks and tradestyles in which such Company now has or hereafter may acquire any right, title or interest in and to the proceeds and products thereof (aincluding without limitation, proceeds of insurance) the Pledged Account and all amounts on deposit additions, accessions and substitutions thereto or therefor, all rights of each Company pursuant to this Agreement, and all contract rights and other general intangibles related to the Accounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in the foregoing language of this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time in the State of New York (the "Code") are used as so defined in the Code.
(b) This Security Interest shall secure any and all obligations and liabilities of the each Company under any of the Transaction Documents, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to be deposited therein as described in Section 2 become due (the "Obligations").
(c) Each Company will do all lawful acts which CTAC deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of this Agreement, including without limitation including, but not limited to, the execution of any and all documents, instruments and agreements in form satisfactory to CTAC and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of any and all Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments. Each Company irrevocably appoints CTAC as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and perfection of its security interest under this Agreement, such appointment being deemed to be a power coupled with an interest.
(d) Each Company warrants that (i) any its principal place of business, chief executive office and all Guaranty Fees previously paid by Loan Originators the place where the records concerning its accounts and currently held by contract rights are located at the Trustee address set forth on Exhibit F hereto, (ii) it is duly organized in the Existing Pledged Account created State set forth on Exhibit F hereto with organization identification numbers set forth on Exhibit F hereto, (iii) it has the full power, authority and legal right to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder, (iv) it is in good standing under each the laws of the Account Security Agreements State of its organization and is qualified to do business in the States listed on Exhibit F hereto, which constitute all States in which qualification is necessary to conduct its business and own its property, except to the extent the failure to so qualify could not be reasonably expected to have a material adverse effect on the applicable Company and (v) the information set forth on Exhibit G hereto relating to each Company is true and correct.. None of the Accounts Receivable is evidenced by a promissory note or other instrument. No Company will reincorporate itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof. Each Company will keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the previous sentence or, upon 30 days' prior written notice to CTAC, at any other locations in a jurisdiction where all actions required by this Section 4 shall have been taken with respect to Loans purchased on the Closing Date Collateral. Each Company will hold and preserve its records concerning its accounts and contract rights and will permit access to representatives of CTAC at any time during normal business hours to inspect and make abstracts from such records.
(e) Each Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances (collectively, "Liens") against the Collateral, other than the Liens in favor of (i) North Fork Bank ("NFB"), the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as set forth in each of the Security Agreements; date hereof between CTAC and NFB and (ii) any and all additional Guaranty Fees Foothill Capital Corp. ("Foothill"), the lien priorities with respect to such Loans purchased which are governed by the Ownerterms of an Intercreditor Agreement dated as of the date hereof between CTAC and Foothill, which fees as each such agreement may be amended, modified and supplemented from time to time (collectively, the "Permitted Liens"). The Company Agent will be deposited into notify CTAC of any Liens against the Pledged Account on Collateral, will defend the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of XXXX Collateral against any Liens adverse to the Trustee on the 15th day of each month, for Recoveries received during the preceding monthCTAC, and (b) TERI’s right will not create, incur, assume, or suffer to receive all Earnings. The foregoing shall not be deemed to include a grant exist now or at any time throughout the duration 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 term 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 intangibleany Liens against the Collateral, whether now owned or hereafter acquired by XXXX acquired, except liens in favor of CTAC and wheresoever locatedPermitted Liens.
(f) Each Company authorizes CTAC to file one or more financing or continuation statements, including and amendments thereto, relating to the Collateral. CTAC may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so.
(g) Each Company irrevocably appoints CTAC and Access Capital as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in CTAC's discretion, to take any action or execute any instrument which CTAC may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to CTAC pursuant to this Agreement; (ii) to ask, demand, collect, xxx for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign such Company's name on any invoice or xxxx of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to CTAC); (v) if a Default has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by CTAC, to receive, open and process all mail addressed to such Company, to send requests for verification of accounts to customers; and (vi) to file any claims or take any action or institute any proceedings which CTAC may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of CTAC with respect to any of the Collateral. Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission as such attorney.
(h) If any Company fails to perform any agreement contained herein, CTAC may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of CTAC incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby.
(i) The powers conferred on CTAC hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon CTAC to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, CTAC shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Agreement had not been executed; (ii) the exercise by CTAC of any of its rights hereunder shall not release any Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) CTAC shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall CTAC be obligated to perform any of the obligations or duties of any Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(k) In recognition of CTAC's right to have its attorney's fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all liabilities and obligations of each Company to CTAC under the Transaction Documents, CTAC shall not be required to record any terminations or satisfactions of any of CTAC's liens on the Collateral unless and until each Company has executed and delivered to CTAC a general release in a form reasonably satisfactory to CTAC.
(l) If any Default shall have occurred and be continuing:
(i) All contract rightsCTAC may exercise in respect of the Collateral, claimsin addition to other rights and remedies provided for herein or otherwise available to it, instrumentsall the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), notes and accountsalso may (1) require each Company to, whether now existing and each Company hereby agrees that it will at its expense and upon request of CTAC forthwith, assemble all or hereafter arisingpart of the Collateral as directed by CTAC and make it available to CTAC at a place to be designated by CTAC which is reasonably convenient to both parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of CTAC's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as CTAC may deem commercially reasonable. Each Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Company Agent of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. CTAC shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. CTAC may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and any such sale may, without further notice, be made at the time and place which it was so adjourned.
(ii) Any cash held by CTAC as Collateral and all cash proceeds received by CTAC in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of CTAC, be held by CTAC as Collateral for, and/or then or any time thereafter be applied in whole or in part by CTAC against, all or any part of the Obligations in such order as CTAC shall elect. Any surplus of such cash or cash proceeds held by CTAC and remaining after payment in full of all the Obligations shall be paid over to the Company Agent for the benefit of the Companies or to whomsoever may be lawfully entitled to receive such surplus.
(iii) CTAC may exercise any and all rights and remedies of each Company under or in connection with the Collateral, including, without limitation, any and all rights of the same evidencing each Company to demand 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 otherwise require payment 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 financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever locatedamount under, or otherwise (all hereinafter called the “Intangibles”);
(iii) All rightperformance of any provision of, title and interest of XXXX in any account, contract 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”);agreement.
(iv) All interestpayments received by any Company under or in connection with the Collateral shall be received in trust for the benefit of CTAC, dividends and/or shall be segregated from other earnings funds of any kind which are such Company and shall be forthwith paid with respect over 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, receive and receipt 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 such 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
(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 CTAC in the Pledged Account and the other rights pledged hereundersame form as so received (with any necessary endorsement).
Appears in 1 contract
Samples: Accounts Receivable Purchase Agreement (Scient Inc)
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 (awheresoever 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 the 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 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 month, extent permitted hereunder) until all amounts owed under the Transaction Documents to the Agent and the Purchasers are indefeasibly paid in full.
(b) TERI’s right The Seller hereby assigns to receive all Earnings. The foregoing shall Agent, 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 financial intermediary (as defined in § 8-313 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, receive and receipt for, 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 such section, 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; andshall 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 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 (a) 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 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 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 (b) 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 financial intermediary (as defined in § 8-313 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, receive and receipt 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 such 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
(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
