Common use of Grant of Security Interest; UCC Matters Clause in Contracts

Grant of Security Interest; UCC Matters. (a) The parties hereto agree that the transactions contemplated herein shall constitute a program for the extension of consumer credit and service to customers of Retailer. Notwithstanding the foregoing, in the event that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and to otherwise secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising whatsoever pursuant to this Agreement, Retailer hereby grants to Bank a continuing security interest in and to all of Retailer’s right, title and interest now owned or existing or hereafter acquired or arising in, to and under the following property (in each case, existing at any time, past, present or future) together with the proceeds thereof: (A) all Accounts, Receivables and Account Documentation; (B) any deposits, credit balances and reserves on Bank’s books relative to any Accounts; and (C) all proceeds of the foregoing. All creditors of Retailer seeking to obtain a security interest in any of the foregoing collateral shall be required to subordinate their security interests to the security interest of Bank in the foregoing collateral as a condition precedent to obtaining any such security interest. Retailer agrees to cooperate fully with Bank as Bank may reasonably request in order to give effect to the security interest granted by this Section 12.3, including, without limitation, the filing of UCC-1 or comparable statements in order to perfect such security interest. (b) Retailer shall give Bank not less than thirty (30) days’ written notice prior to (i) Retailer transferring its executive offices to any location other than that set forth in Exhibit 8.1(d) hereto, and (ii) Retailer changing its corporate name; and, notwithstanding (i) and (ii) hereof, no such change may be effected before the Retailer shall have furnished to Bank signed copies of all filings and all actions as Bank may reasonably determine to be necessary or appropriate to preserve and maintain at all times the perfection and priority of the Liens granted or purported to be granted to Bank hereunder with respect to the Accounts and the Receivables. (c) Retailer shall not change its name, identity or structure in any manner that might make any financing statement filed to preserve and maintain the perfection and priority of any Liens, if any, granted or purported to be granted to Bank hereunder seriously misleading within the meaning of Section 9-402(7) (or comparable provision) of the UCC unless Retailer shall have given Bank at least thirty (30) days’ prior written notice thereof and shall have furnished to Bank signed copies of any amendments to such financing statements and all other filings and all other actions as may be necessary to preserve and maintain at all times the perfection and priority of the security interests granted or purported to be granted to Bank hereunder.

Grant of Security Interest; UCC Matters. (a) The parties hereto agree intend that the conveyance by the Seller to the Purchaser of the accounts and receivables that are subject to this Agreement shall constitute an absolute sale from the Seller to the Purchaser, conveying good title, free and clear of any liens, claims, encumbrances or rights of others. In the event, however, that it were to be determined that the transactions contemplated herein evidenced hereby constitute a loan and not a purchase and sale, or if for any other reason the Seller is determined to have any right, title, or interest in such accounts or receivables, this Agreement shall constitute a program for the extension of consumer credit and service to customers of Retailer. Notwithstanding the foregoing, in the event that Article 9 of the UCC applies or may apply to the transactions contemplated herebysecurity agreement under applicable law, and to otherwise secure payment of the Seller, as security for its obligations hereunder and performance by Retailer of any and all indebtednessunder the Related Agreements, liabilities or obligations, now existing or hereafter arising whatsoever pursuant to this Agreement, Retailer hereby grants to Bank the Purchaser a continuing first priority perfected security interest in and to all of Retailer’s the Seller's right, title and interest interest, whether now owned or existing or hereafter acquired or arising acquired, in, to and under the following property (in each case, existing at any time, past, present or future) together with the proceeds thereofunder: (Ai) all the Accounts, Receivables and Account Documentation; (Bii) any depositsthe Credit Card Receivables; (iii) the Cardholder Agreements and all rights and privileges accruing thereunder on and after the Cut-Off Time, credit balances including the right to receive all payments on Accounts due from Cardholders on and reserves after the Closing Date; (iv) the Books and Records relating to the Accounts; (v) the Cardholder List; (vi) the right to receive Interchange fees on Bank’s books relative the Accounts from Visa; (vii) to any the extent assigned to Purchaser pursuant to Section 2.6, Seller's rights in and to the Benefit Agreements relating to the Accounts; and (Cviii) all proceeds of the foregoingforegoing (collectively, the "Collateral"). All creditors of Retailer Seller seeking to obtain have Seller grant a consensual security interest in any of the foregoing collateral Collateral shall be required to subordinate their security interests to the security interest of Bank Purchaser in the foregoing collateral Collateral as a condition precedent to obtaining granting any such security interest. Retailer Seller agrees to cooperate fully with Bank Purchaser as Bank Purchaser may reasonably request in order to give effect to the security interest granted by this Section 12.35.3(a), including, without limitation, the authorizing and filing of any UCC-1 or comparable statements prepared by Purchaser, in form and content mutually acceptable to each of Seller, Purchaser and CompuCredit, in order to perfect such security interest. (b) Retailer In furtherance of the agreements in Section 5.3(a), Seller hereby makes the additional representations set forth in Exhibit G which are hereby incorporated into this Agreement. For a period of five (5) years from the Closing Date, Seller shall give Bank not less than change its name or state of organization from the name or state of organization set forth in Exhibit G without giving Purchaser and CompuCredit at least thirty (30) days’ days prior written notice prior to thereof. (ic) Retailer transferring its executive offices to any location other than that set forth in Exhibit 8.1(dFor a period of five (5) heretoyears from the Closing Date, and (ii) Retailer changing if Seller changes its corporate name; and, notwithstanding (i) it shall promptly furnish to Purchaser and (ii) hereof, no such change may be effected before the Retailer shall have furnished to Bank CompuCredit signed copies of all filings relating thereto and shall promptly take all actions as Bank may be reasonably determine to be requested by Purchaser or CompuCredit and necessary or appropriate to preserve and maintain at all times the perfection and priority of the Liens security interests and liens granted or purported to be granted to Bank Purchaser hereunder with respect to the Accounts and the ReceivablesCollateral (provided that Seller shall have no obligation to prepare any financing statements in connection therewith or incur any expenses other than those agreed to be reimbursed by Purchaser or CompuCredit). (cd) Retailer shall not change its nameSeller hereby authorizes each of Purchaser and CompuCredit to file financing statements concerning the Collateral. Each of Purchaser and CompuCredit is authorized to file, identity record or structure otherwise utilize such financing statements as it reasonably deems necessary to perfect and/or enforce any security interest granted hereunder, provided that the form thereof is reasonably acceptable to Seller. Seller will cooperate in any manner that might make any financing statement filed to preserve good faith with Purchaser and maintain the CompuCredit, and perform such other acts reasonably requested by Purchaser or CompuCredit for perfection and priority enforcement of any Lienssuch security interest, including, without limitation, obtaining control for purposes of perfection with respect to such of the Collateral, if any, granted or purported to be granted to Bank hereunder seriously misleading within the meaning of Section 9-402(7) (or comparable provision) of the UCC unless Retailer shall have given Bank at least thirty (30) days’ prior written notice thereof and shall have furnished to Bank signed copies of any amendments to such financing statements and all other filings and all other actions as may be necessary to preserve and maintain at all times the perfection and priority of the a security interests granted or purported to be granted to Bank hereunderinterest in which is perfected by control.