Security Interest and Perfection Clause Samples

The 'Security Interest and Perfection' clause establishes the lender's legal right to claim specific collateral if the borrower defaults on their obligations. It typically outlines the types of assets subject to the security interest, the steps the borrower must take to ensure the lender's interest is legally enforceable (such as filing financing statements or registering liens), and the borrower's duty to maintain the collateral free of other claims. This clause's core function is to protect the lender by ensuring their claim to the collateral is prioritized and legally recognized, thereby reducing the risk of loss in the event of borrower default.
Security Interest and Perfection. The Pledge Agreements are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Security on, and security interests in, the Collateral and, when giving effect to the Amended Intercreditor Agreement, create a pari passu right in favor of the Security Agent on behalf of the Secured Parties with respect to proceeds realized in respect of the Collateral in favor of the Security Agent for the benefit of the Secured Parties.
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Security Interest and Perfection. The Pledge Agreements are effective to create in favor of CME Credit Guarantor, legal, valid and enforceable Security on, and security interests in, the Collateral and when giving effect to the Amended Intercreditor Agreement, create a pari passu right in favor of CME Credit Guarantor with respect to proceeds realized in respect of the Collateral in favor of CME Credit Guarantor.
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Security Interest and Perfection. Section 3.01. Grantor and Beneficiary intend to create a valid and binding transfer of the beneficial ownership of the Assets from Grantor to the Trust Account for the sole use and benefit of Beneficiary and to create a security interest in the Assets in favor of Beneficiary. Section 3.02. To secure payment and performance of all the liabilities and obligations (whether contingent or matured) of Grantor to Beneficiary under the Reinsurance Agreement, including without limitation the Obligations (the "Secured Obligations"), Grantor hereby pledges to Beneficiary and grants to Beneficiary a first priority lien and security interest in all of Grantor's right, title, and interest in and to (i) the Assets; (ii) subject to Section 1.14 of this Agreement, all principal, interest, dividends, and other distributions paid in respect of the Assets; (iii) all proceeds of the foregoing; (iv) all securities entitlements (as that term is defined in Section 8-102 of the New York Uniform Commercial Code, as the same may be amended from time to time (the "UCC")); and (v) the Trust Account (collectively, the "Collateral"); provided, however, that such security interest of Beneficiary shall not extend to, and the Collateral shall not include, that portion of the Trust Account which is actually released or distributed to Grantor from time to time pursuant to the terms of this Agreement. Section 3.03. Beneficiary hereby appoints Trustee as the securities intermediary and Trustee accepts such appointment. Trustee acknowledges that in the ordinary course of business it maintains securities accounts for others and is acting in that capacity for the benefit of Beneficiary under this Agreement. Section 3.04. Each of Grantor and Beneficiary hereby agrees and acknowledges that: (i) the Trust Account (account number 221477) is and will remain a "securities account" as that term is defined in Section 8-501(a) of the UCC; (ii) Trustee is a "securities intermediary" as that term is defined in Section 8-102(a)(14) of the UCC and shall, subject to the terms of this Agreement, treat Beneficiary as entitled to exercise the rights provided in this Agreement and in the UCC with respect to any financial asset credited to the Trust Account; (iii) the "securities intermediary's jurisdiction" as that term is defined in Section 8-110(e) of the UCC with respect to the Trust Account is the State of New York; (iv) the monies, funds, and each other item of property credited to or carried in the Trust Acc...
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Related to Security Interest and Perfection

  • 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 ▇▇▇▇▇▇, 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 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.

  • PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Borrower shall, at Lender's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any and all financing statements which identify the Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

  • Security Interests The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that includes a description of collateral covering any Receivable other than any financing statement relating to security interests granted under the Transaction Documents or that have been or, prior to the assignment of such Receivables hereunder, will be terminated, amended or released. This Agreement creates a valid and continuing security interest in the Receivables (other than the Related Security with respect thereto, to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement) in favor of the Issuer which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against all other creditors of and purchasers and assignees from the Seller.

  • 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.