Grant and Perfection of Security Interest Clause Samples
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Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor hereby creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, all personal property and fixtures and interests of the Grantor, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Lender), collectively the "Collateral", including, without limitation, all of the Grantor's right, title and interest in the following:
(i) all Receivables;
(ii) all General Intangibles;
(iii) all goods, including, without limitation, Equipment;
(iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper;
(v) all Instruments, including, without limitation, all promissory notes;
(vi) all Documents;
(vii) all deposit accounts;
(viii) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights;
(ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors;
(x) all (A) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise;
(xi) all commercial tort claims;
(xii) all Records; and
(xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral.
(b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time s...
Grant and Perfection of Security Interest. 5.1 Grant of Security Interest 5.2 Perfection of Security Interests. 5.3 Exclusions from Collateral
Grant and Perfection of Security Interest. (a) As security for the payment of the Obligations, the Pledgor hereby pledges, creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, the Pledged Stock and Proceeds (the "Collateral").
(b) The Pledgor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Pledgor as debtor, as the Lender may require, and including any other information with respect to the Pledgor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Pledgor, as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Pledgor hereby authorizes the Lender to adopt on behalf of the Pledgor any symbol required for authenticating any electronic filing.
(c) The certificates for such Pledged Stock, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly endorsed in blank by the Pledgor, have been delivered to the Lender. If the Pledgor at any time receives additional or replacement certificates with respect to the Collateral, it shall immediately deliver such certificates to the Lender.
Grant and Perfection of Security Interest. (a) GRANT OF SECURITY INTEREST. To secure payment of the Secured Obligations, Pledgor hereby grants to Secured Party a security interest in all of Pledgor's right, title and interest in and to the Collateral under the Uniform Commercial Code in effect in the Commonwealth of Pennsylvania (the "Code") and all other applicable laws.
Grant and Perfection of Security Interest. Mortgagor hereby transfers, assigns, delivers and grants to Mortgagee a security interest in and right of set-off against the Personal Property as security for payment of the Secured Indebtedness. Mortgagor hereby authorizes Mortgagee to file in each and every jurisdiction as Mortgagee shall determine one or more financing statements (or a photocopy of this Mortgage in substitution for a financing statement), continuation statements or amendments thereto as Mortgagee shall at any time or from time to time determine, and otherwise containing such information as is required or is permissible to be contained in a financing statement filed pursuant to Article 9 of the Code. Mortgagor shall have possession of the Personal Property, except to the extent otherwise expressly provided in this Mortgage or where Mortgagee elects, in its sole and absolute discretion, to perfect its security interest by possession in addition to or instead of filing of a financing statement. To the extent that any Personal Property is in the possession of a third party, ▇▇▇▇▇▇▇▇▇ agrees that it shall join with Mortgagee, and take such other steps as Mortgagee shall require, in notifying, but also hereby authorizes Mortgagee to directly notify without ▇▇▇▇▇▇▇▇▇'s joinder, the third party of Mortgagee's security interest and obtaining an acknowledgment in such form or forms as Mortgagee shall require from the third party that it is holding the Personal Property or such portion as is held by the third party for the benefit of the Mortgagee and subject to the security interest granted herein and the operation of this Mortgage. ▇▇▇▇▇▇▇▇▇ agrees that it shall join with Mortgagee, and take such other steps as Mortgagee shall require, in obtaining "control" of any Investment Property, Deposit Accounts, Letter of Credit Rights or Electronic Chattel Paper (as such terms are defined in the Code) forming any part of the Personal Property, with any agreements establishing control to be in form and substance satisfactory to Mortgagee.
Grant and Perfection of Security Interest. To secure the prompt payment and performance of all Guaranteed Obligations, each Guarantor hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all Property of such Guarantor, including all of the following Property, whether now owned or hereafter acquired, and wherever located (with respect to each Guarantor, its “Collateral” and collectively, the “Collateral”, as the context indicates):
(a) all Accounts;
(b) all Chattel Paper, including electronic chattel paper;
(c) all Commercial Tort Claims, including those shown on Schedule 2.7(a) attached hereto (as such Schedule may be amended or supplemented from time to time);
(d) all Deposit Accounts;
(e) all Documents;
(f) all General Intangibles, including Intellectual Property;
(g) all Goods, including Inventory, Equipment and fixtures;
(h) all Instruments;
(i) all Investment Property;
(j) all Letter-of-Credit Rights;
(k) all Supporting Obligations;
(l) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral;
(m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Cash Collateral; and
(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.
Grant and Perfection of Security Interest. To secure the Secured Obligations (as defined in Section 3 of this Pledge Agreement), Task hereby pledges to TPR the Shares, as set forth on Schedule I of this Agreement, and grants to TPR a first priority security interest in the Collateral. From time to time after the execution of this Agreement, Task shall execute such financing statements and other instruments and documents which, in the judgment of TPR, may be reasonably necessary, desirable or appropriate to perfect, record or evidence the security interest of TPR in the Collateral. Task hereby authorizes TPR to execute and file such financing statements, instruments and documents on behalf of Task as its attorney-in-fact. Task shall pay to TPR reasonable and customary costs and expenses (including, without limitation, filing fees and recording and stamp taxes) incurred in filing and recording such financing statements, instruments and documents as well as any such fees and taxes which may be imposed on or with respect to the Collateral or this Agreement.
Grant and Perfection of Security Interest. Section 5 of the Loan Agreement is hereby amended by inserting the following immediately after Section 5.3 of such Section:
Grant and Perfection of Security Interest. (a) Dealer hereby grants to TCFC a security interest in all of the Collateral as security for all indebtedness. Said security interest in any item of Inventory shall be deemed a purchase money security interest to the extent of the Advance made in connection with the acquisition of such inventory. "Collateral" means the following property or interests in property of Dealer, whether now or hereafter existing, owned, licensed, leased, consigned, acquired; or arising and whenever located: (i) inventory, accounts, chattel paper, documents, equipment, fixtures, general intangibles and instruments, (including without limitation and whether or not included in the foregoing, Seller Credits, deposit accounts, certificates of deposit) and books, records, disks, and tapes, (ii) all accessions, accessories and replacements to or of the foregoing, and (iii) all proceeds and products of the foregoing; "Indebtedness" means all present and future indebtedness and obligations of Dealer to TCFC or to any person that directly or indirectly controls, is controlled by or is under common control with TCFC (a "TCFC Affiliate"), whether or not arising under the Agreement, of whatever kind, now due or to become due, absolute or contingent, and whether joint, several or joint and several, including without limitation any indebtedness and obligations arising under guaranty agreements; and "Seller Credits" means all of Dealer's rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Dealer from a Seller with respect to, or in connection with, any inventory acquired from such Seller.
Grant and Perfection of Security Interest. 4.1 To secure Borrowers’ prompt, punctual and faithful performance of all and each of Borrowers’ Obligations now existing and hereafter incurred, Borrowers hereby grant to Lender a continuing security interest in the Collateral. The within grant of a security interest is in addition to, and supplemental of, any security interest previously granted by Borrowers to Lender, and shall continue in full force and effect applicable to all Obligations of such Borrower and to any future advances and re-advances made by Lender to or on behalf of Borrowers until the within Agreement is specifically terminated in writing by a duly authorized officer of Lender;
4.2 By the execution of this Agreement, Borrowers hereby authorize Lender to file UCC-1 Financing Statements describing the Collateral wherever Lender deems appropriate;
4.3 Where Collateral is in the possession of a third party, Borrowers will join with Lender in notifying the third party of Lender’s security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of Lender;
4.4 Borrowers will cooperate with Lender in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper; and
4.5 Borrowers will not create any Chattel Paper without placing a legend on such Chattel Paper indicating that Lender has a security interest in such Chattel Paper.