Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.
Security Interest and Collateral To secure the payment and performance of the Obligations, Borrower hereby grants Lender a security interest (herein called the "Security Interest") in the following Collateral, whether now owned or hereafter acquired by Borrower and wherever located, and all products and proceeds thereof: (a) Crops, whether annual or perennial, whether grown, growing or to be grown, and whether harvested or unharvested, the products and proceeds thereof and stored grain (including all of the foregoing designated as inventory) and any negotiable or nonnegotiable documents, scale tickets and the like resulting from the storage thereof; also seed, fertilizer, chemicals, and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (b) Livestock (including livestock in gestation) and their young, products and proceeds and progeny thereof and produce thereof, including all livestock designated as inventory; also feed, medicines and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (c) All of Borrower’s equipment and machinery, and all accessions and attachments thereto and replacements and substitutions therefore (the Equipment). Borrower shall not remove any of the Collateral from locations disclosed in this Agreement, nor sell, convey or encumber said Collateral, provided, however, that Borrower may sell said Collateral or any part thereof if, and only if: (i) the proceeds of such sale are made payable jointly to Lender and Borrower if requested by Xxxxxx, it being specifically understood and agreed that all Obligations secured by the Collateral to the extent of the sale price shall be due and payable at the time of such sale; and (ii) Borrower sells the Collateral only to buyers listed on the Credit Application if required pursuant to the terms of Subsection 2(c) below.
Security Interest, Etc The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.
Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.
Security Interest Matters This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any material judgment or tax lien filings against the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust. Neither the Depositor nor a custodian or vaulting agent thereof has communicated, nor will they communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.
Perfection of Security Interests in the Collateral The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.
Security Interest and Guarantee The Holder has been granted a security interest (i) in certain assets of the Borrower and its Subsidiaries as more fully described in the Master Security Agreement dated as of the date hereof and (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the date hereof.
Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.
Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.
Pledge and Security Interest CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.
