Security Interest. A. Borrower grants to Crestmark a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing. B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations. C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower grants 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 Crestmark be loans, each Seller hereby pledges to Buyer as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of its assetsany Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, 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 Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including the “Repurchase Assets”). Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, each Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.
b. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute “general intangibles” (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (a) the Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, (b) the terms of the Mezzanine Loan Subsidiary Interests do not and will not provide that they are securities governed by the Uniform Commercial Code and (c) the Mezzanine Loan Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. If any Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, becomes entitled to receive or shall receive any certificate evidencing any limited liability company interest or other equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary , whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, such Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by such Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Sellers, Sellers shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Sellers, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Sellers shall be permitted to receive all Accountscash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, Goodshowever, Inventorythat no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, EquipmentSellers will not (i) vote to enable, Chattel Paperor take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary, Instrumentsor (ii) sell, Investment assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Sellers to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Sellers agree to pay, and to save the Buyer harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Mezzanine Loan Subsidiary Interests.
c. The Buyer, Sellers and Mezzanine Loan Subsidiary each hereby agrees that in order to further secure each Seller’s Obligations hereunder, each Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans, the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, specifically identified Commercial Tort Claimsincluding, Documentsbut not limited to, Deposit Accountsany payments or proceeds under any related primary insurance, Letter hazard insurance and, Income, accounts (including any interest of Credit RightsMezzanine Loans in escrow accounts) and any other contract rights, General Intangiblesinstruments, Contract Rightsaccounts, customer listspayments, furniture rights to payment (including payments of interest or finance charges) general intangibles and fixturesother assets relating to the Mezzanine Loans (including, books without limitation, any other accounts) or any interest in the Mezzanine Loans, and records any proceeds (including the related securitization proceeds) and supporting obligations for distributions with respect to any of the foregoing, and in all Proceeds of the foregoing (the "Collateral")instances, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed owned or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtoracquired, now existing or hereafter created (collectively, the “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall be deemed to be part of the Repurchase Assets. Sellers agree to execute, deliver and/or file such documents and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments perform such acts as may be required from time reasonably necessary to timefully perfect Buyer’s security interest created hereby. All expenses of Crestmark Furthermore, each Seller hereby authorizes the Buyer to file financing statements relating to searchingthe Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or protecting statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Security Interest are part Agreement and transactions hereunder as defined under Section 101(47)(v) of the ObligationsBankruptcy Code.
C. d. The Security Interest gives Crestmark rights with respect parties acknowledge and agree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate subordinate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other Buyer’s security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerinterest.
Appears in 1 contract
Sources: Master Repurchase Agreement (Arbor Realty Trust Inc)
Security Interest. A. Borrower grants Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to Crestmark be financings, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of its assetssuch Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage 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 Request for Certification and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accountsthe "Repurchase Assets"); provided, Goodshowever, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Buyer of the foregoingRepurchase Price with respect thereto. Sellers agree to execute, deliver and/or file such documents and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments perform such acts as may be required from time reasonably necessary to timefully perfect Buyer's security interest created hereby. All expenses of Crestmark Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to searchingthe Repurchase Assets, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any warranties in inventory sold and Crestmark is under no responsibility financing statement or statements prepared pursuant to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Section.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. A. To secure the payment and performance of all of the Obligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Crestmark Silicon a continuing security interest in all of its assetsBorrower's interest in the following, whether now existing owned or hereafter arisingacquired, and wherever located including all Accounts, Goods, located: All Inventory, Equipment, Chattel PaperPayment Intangibles, InstrumentsLetter-of-Credit Rights, Investment Supporting Obligations, Receivables, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, specifically identified Commercial Tort Claims, Documents, all of Borrower's Deposit Accounts, Letter and all money, and all property now or at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of Credit Rightsany insurance policies, General Intangiblesproceeds of proceeds and claims against third parties), Contract Rights, customer lists, furniture all products and fixtures, all books and records and supporting obligations for related to any of the foregoing (all of the foregoing, and together with all Proceeds of other property in which Silicon may now or in the foregoing (future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined security interest granted herein shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of be a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its first priority security interest in the Collateral. After the occurrence of a Default, including Silicon may place a UCC-1 financing statement listing the Collateral "hold" on any Deposit Account pledged as "All assets of the Debtorcollateral. Borrower is not a party to, now existing and hereafter arisingnor is bound by, wherever located," any material license or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other material agreement with respect to which the Collateral and Borrower is the Security Interest and this Agreement imposes duties upon licensee that prohibits or otherwise restricts Borrower which relate to the Collateralfrom granting a security interest in Borrower's interest in such license or agreement or any other property. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locationsWithout prior consent from Silicon, Borrower shall not sell enter into, or transfer become bound by, any of such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon reasonably requests to obtain the Collateral consent of, or grant waiver by, any other Person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition terms of any warranties such license or agreement, whether now existing or entered into in inventory sold and Crestmark is under no responsibility to perform the future. If Borrower shall at any time, acquire a commercial tort claim with a reasonable value, in Borrower's good faith estimation, or $10,000 or more, Borrower shall promptly notify Silicon in a writing signed by Borrower of the obligations brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of Borrower; this Agreement, with such writing to be in form and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowersubstance reasonably satisfactory to Silicon.
Appears in 1 contract
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkwhich are now, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned may at any time or times hereafter be owing by Borrower to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingBank, "Accounts" will also mean Borrower hereby pledges and include any grants to Bank and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of Bank a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of Borrower in and to the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, whether now existing owned or hereafter acquired by Borrower and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights (b) Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any other rights therein against prior parties, and Borrower agrees to take such steps. In any case, Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested it to take and its omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or Bank’s options, powers or rights under this Agreement or the other Loan Documents or otherwise arising.
(c) While a Default or Event of Default exists, Bank may, with or without notice to Borrower: (i) transfer into the name of Bank or the name of Bank’s nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerother obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Security Interest. A. Borrower grants This Assignment constitutes either (x) a valid transfer and assignment to Crestmark Trustee, on behalf of the Trust, of all right, title and interest of Transferor in and to the Receivables existing at the close of business on the Addition Date and thereafter created in the Additional Accounts, and all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and all proceeds thereof, all of which will be held by Trustee on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of Transferor and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Excess Funding Account and any Series Account as provided in the Agreement and any related Supplement or (y) a grant of a security interest in all such property to Trustee, for the benefit of its assetsthe Investor Holders, now which is enforceable with respect to then existing or hereafter arising, wherever located including all Receivables in the Additional Accounts, Goodsthe proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, Inventoryand which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on the Addition Date, Equipmentthe proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Trustee in such property, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter upon the filing of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any a financing statement as described in Section 2.1 of the foregoingAgreement with respect to the Additional Accounts and in the case of the Receivables thereafter created in the Additional Accounts and the proceeds thereof, and all Insurance Proceeds and Recoveries relating thereto, upon such creation, Trustee shall have a first priority perfected security interest in such property (subject to Section 9-306 of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit UCC as in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted effect in the State of Michigan (the "UCC"Louisiana). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation except for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any Liens permitted under subsection 2.5(b) of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.Agreement;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Commerce)
Security Interest. A. Borrower grants Although the parties intend that all Transactions hereunder be sales and purchases and not loans, other than for tax purposes, as described in Section 26(e), in the event any such Transactions are deemed to Crestmark be loans, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, the Buydown Account, Interest Rate Protection Agreements, bank accounts (including any interest of its assetsSellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets included in the Purchased Mortgage Loans (including, without limitation, any other bank accounts) or any interest in the Purchased Mortgage 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 Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"“Repurchase Assets”). The Collateral also includes all monies on deposit with CrestmarkSellers agree to execute, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean deliver and/or file such documents and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments perform such acts as may be required from time reasonably necessary to timefully perfect Buyer’s security interest created hereby. All expenses of Crestmark Furthermore, Sellers hereby authorize the Buyer to file financing statements relating to searchingthe Repurchase Assets, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any warranties in inventory sold and Crestmark is under no responsibility financing statement or statements prepared pursuant to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Section.
Appears in 1 contract
Security Interest. A. Borrower As security for the performance of Borrower’s obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby assigns, transfers, grants and conveys to Crestmark Bank a continuing, first priority lien and security interest in one or more securities account(s) (collectively, the “Securities Account”) (including all financial assets from time to time held in the Securities Account(s)) established at MLPF&S and/or MLTC that have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of its Pledgor’s right, title and interest in and to all monies, debts, claims, securities, securities entitlements, financial assets, now existing investment property and other property deposited by ▇▇▇▇▇▇▇ with or hereafter arisingowed or owing to Pledgor by Bank or any member of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group. Pledgor may, wherever located including by notice to Bank or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s, MLPF&S’ and MLTC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are subject to Bank’s lien and security interest under this Agreement. Bank’s lien and security interest also includes all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any proceeds of the foregoing, and all Proceeds proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such Securities Accounts. ▇▇▇▇▇▇▇ will take all actions that Bank requests or that are reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is managed by a trustee of a trust and/or an investment manager, the trustee and/or investment manager to whom discretionary investment authority is delegated may, to the extent permitted by the trust or relevant advisory agreement pertaining to the investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Securities Account so long as all securities and other financial assets that are purchased, and the proceeds of sales, are credited to the Securities Account; and Bank may allow the trustee and/or investment manager discretion to determine which financial assets shall be sold in the event Bank elects to liquidate the financial assets in the Securities Account, so long as the trustee and/or investment manager acts promptly to facilitate the liquidation. If a Notice of Exclusive Control (described below) is delivered, Bank may in its sole discretion elect to terminate the ability of the foregoing trustee and/or investment manager to execute transactions in the Securities Account. Pledgor agrees to maintain financial assets in the Securities Account that have a value at least equal to the amount required by Bank from time to time (the "Collateral"), to secure repayment of the Obligations ("Security Interest"“Maintenance Requirement”). The Collateral also includes all monies on deposit with CrestmarkMaintenance Requirement shall be determined by Bank in its sole discretion. In its sole discretion, or on deposit Bank shall determine from time to time the types of financial assets that may be maintained in the Lockbox AccountSecurities Account and used as collateral under this Agreement. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them Free credit balances in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as Securities Account may be required deposited in such accounts as Bank may permit from time to time. All expenses of Crestmark relating to searching, filing Bank may provide MLPF&S and/or MLTC with entitlement orders or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other instructions with respect to the Collateral Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of Borrower, Pledgor or Guarantor. MLPF&S and the Security Interest and this Agreement imposes duties upon Borrower which relate MLTC are not under any duty to inquire as to the Collateralbasis for such instructions. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining Pledgor and Guarantor each acknowledge that Bank has ultimate control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform over all of its obligations instructions made with respect to the Collateral Securities Account and if there is a conflict between the instructions Bank and Pledgor give to MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any and all notices, confirmations and statements of account for the Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and all information in its possession or control relating to the Securities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in effect. MLPF&S and/or MLTC may comply with trading instructions from Pledgor (including any authorized agent) as well as any investment manager without further consent by Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the Securities Account monthly but only if the value of the financial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account initiated by Pledgor (including but not limited to Visa card purchases and cash advances, electronic funds transfers, Fedwires, and check writing) if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor also agrees that transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. If there is a trustee and/or an investment manager (or authorized agent appointed by Pledgor) with respect to the Securities Account, Bank agrees that periodic payment of normal trustee, advisory and service fees from assets in the Securities Account to the trustee and/or investment manager or agent are permitted without Bank’s consent so long as Borrower, Pledgor and Guarantor are not in breach of this Agreement. In the event that Borrower, Pledgor or Guarantor breach this Agreement, Bank may at any time deliver to MLPF&S and/or MLTC a “Notice of Exclusive Control” in a form Bank deems necessary. MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however, either of MLPF&S’s or MLTC ‘s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the recognition case may be. Neither MLPF&S nor MLTC will not be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will not be liable to Borrower, Pledgor or Guarantor for complying with a Notice of Exclusive Control or any warranties instructions from Bank. MLPF&S and MLTC have no duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in inventory sold effect, each of MLPF&S and Crestmark MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in the future, against property in the Securities Account, except that each of MLPF&S and MLTC (greater certainty, only to the extent it is under no responsibility to perform any acting solely on its behalf as custodian of the Securities Account and not as a Borrower, Pledgor or Guarantor hereunder) will retain a prior lien on property in the Securities Account to secure payment for property purchased for the Securities Account and to collect normal commissions and fees for the Securities Account. This Agreement does not create any obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether for MLPF&S, MLTC or not such disputes are deemed valid by Borrower▇▇▇▇▇▇▇ ▇▇▇▇▇ Group except for those expressly set forth in this Agreement.
Appears in 1 contract
Sources: Loan Management Account Agreement (CombiMatrix Corp)
Security Interest. A. Borrower Except for the specific equipment and personal property of Tenant described on Exhibit “H” attached hereto (the “Excluded Assets”), Tenant hereby grants to Crestmark Landlord a lien and security interest on all property owned by Tenant now or hereafter placed in or upon the Premises, and such property shall be and remain subject to such lien and security interest of Landlord for payment of all rent and other sums agreed to be paid by Tenant herein. The provisions of this paragraph relating to such lien and security interest shall constitute a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture agreement under and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), subject to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in of the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean Florida so that Landlord shall have and include any and may enforce a security interest on all other forms property of obligations Tenant now owed or hereafter arising placed in or acquired on the Premises, in addition to and cumulative of the Landlord’s liens and rights provided by law or by the Borrower evidencing other terms and provisions of this Lease. Tenant hereby appoints Landlord as its attorney-in-fact to execute any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark financing statement Landlord deems prudent to perfect the security interest granted hereby and such other documents as Landlord may now or hereafter require in order to protect or further perfect Landlord’s security interest. Within thirty (30) days following Tenant’s request and provided that Tenant is not then in default under this Lease beyond any applicable cure period, Landlord will execute and deliver to Tenant a subordination agreement (in a form reasonably satisfactory to counsel for Landlord and Tenant) whereby Landlord subordinates its security interest in Tenant’s personal property, trade fixtures, and movable equipment existing in the Collateral, including a UCC-1 financing statement listing Premises (or to be located in the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: Premises) other than (i) the right of Crestmark at any time after a Default that is not cured within the such personal property, trade fixtures or equipment which would constitute fixtures under applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; law (ii) Borrowerany personal property, after a default trade fixtures or equipment funded by Landlord, to the lien of any lender of Tenant, which lender is not cured within the applicable cure period, must cooperate affiliated with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which Tenant and that is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its providing inventory, equipment, and other assets between its business locationsor operating-capital financing. For purposes of clarification, Borrower Tenant acknowledges that Landlord shall not sell consent to any additional security interest or transfer any of the Collateral or grant any other subordinate its security interest in the Collateral, except as Crestmark any personal property which may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is otherwise constitute fixtures under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerapplicable law.
Appears in 1 contract
Security Interest. A. Borrower As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all or any portion of the Monthly Payments and, if applicable, the Change of Control Payment, the Product Transfer Payment, the Default Amount, the Default Payment and the Default Fee (collectively, the “Deferred Payment Obligations”), Purchaser grants to Crestmark Seller a security interest in all of its assetsPurchaser’s right, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture title and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some Purchaser agrees that from time to time at or following the Closing, at the reasonable expense of Purchaser, Purchaser will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that Seller may reasonably request, in order to perfect and protect any security interest (including the priority thereof) granted or purported to be granted hereby in the Collateral or to enable Seller to exercise and enforce its rights and duties are: remedies hereunder with respect to any Collateral, including to (i) execute (if necessary), authorize the right filing of Crestmark at (if applicable) and file such financing or continuation statements, or amendments thereto, and (ii) file any time after a Default that is not cured within short form intellectual property security agreements executed by Purchaser in connection herewith with the applicable cure period United States Patent and Trademark Office or United States Copyright Office (or any successor office). Purchaser hereby authorizes Seller to notify any persons who may hold file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral, such as Account Debtors Collateral without the signature of Purchaser. Upon the full and other debtors, complete payment in cash of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within all of the applicable cure periodDeferred Payment Obligations to Seller, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers Seller’s Liens on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest shall be immediately and automatically released and all rights in the CollateralCollateral shall revert to Purchaser and Seller shall, except at Seller’s reasonable expense, promptly take such actions to evidence such release as Crestmark may specifically agree be reasonably requested by Purchaser or its designee; provided, that upon the full and complete payment in cash of a Product Transfer Payment to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform Seller, Seller’s Liens on any of the obligations Collateral specific to the applicable Product that was the subject of Borrower; the applicable Product Transfer shall be immediately and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether automatically released and all rights in such Collateral shall revert to Purchaser and Seller shall, at Seller’s reasonable expense, promptly take such actions to evidence such release as may be reasonably requested by Purchaser or not such disputes are deemed valid by Borrowerits designee.
Appears in 1 contract
Sources: Asset Purchase Agreement (Avadel Pharmaceuticals PLC)
Security Interest. A. This Agreement creates a valid security interest that is enforceable against the Collateral in which each Borrower grants to Crestmark now has rights and will create a security interest that is enforceable against the Collateral in all of its assets, now existing or which each Borrower hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and fixtures, books and records and supporting obligations for any of power to grant the foregoingsecurity interests in the Collateral to the Parent, and all Proceeds of each Borrower is the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean sole and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part complete owner of the Collateral, free from any Lien other than (a) Liens in favor of the Parent in respect of the Obligations hereunder, (b) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which there are adequate reserves on the financial statements of the Borrowers (if such as Account Debtors reserves are required pursuant to GAAP), (c) inchoate mechanics’ and other debtorsmaterialmen’s Liens for construction in progress, (d) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of Crestmark's Security Interest. Borrower understands business of any Borrower, (e) zoning restrictions, utility easements, rights of way and similar Liens that Crestmark may verify Accounts are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Account Debtors; Borrowers’ ability to conduct their businesses as currently conducted, (iif) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights matters that would be disclosed on current title reports or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory surveys that arise or have arisen in the ordinary course of business, (IIg) provide samples Liens reflected in the Company SEC Reports, (h) the Lien described on Section 5.17 of its products the Company Disclosure Schedule to customers the Merger Agreement and (i) Liens (x) of a collection bank arising under Section 4—210 of the Uniform Commercial Code on a trial basisitems in the course of collection, (y) relating to the establishment of depository relations with banks, and (IIIz) move its inventory, equipment, in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and other assets between its business locations, Borrower shall not sell or transfer any of which are within the Collateral or grant any other security interest general parameters customary in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerbanking industry.
Appears in 1 contract
Sources: Loan and Security Agreement (Javelin Pharmaceuticals, Inc)
Security Interest. A. 1. As security for the due and punctual performance of any and all of Buyer/Borrower grants and, Servicer’s obligations to Crestmark Seller and Administrative Agent hereunder, including without limitation, the Inventory Purchase Price Obligation, each of Buyer/Borrower, Servicer, AUA (each a “Secured Obligor” and collectively, the “Secured Obligors”) hereby jointly and severally guaranty the obligations of each such Secured Obligor to Seller and Administrative Agent hereunder, and each Secured Obligor hereby pledges, assigns and grant to Seller, for the benefit of itself, and Administrative Agent, for the benefit of itself and the Lenders, a first priority continuing security interest in all of its assetsin, now existing or hereafter arisingand a lien on, wherever located including all Accountsthe Loans, Goods, the Consigned Inventory, Equipmentthe Servicer Loans, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture the Servicer Loan Documents (and fixtures, books and records and supporting obligations for any of the foregoing, each Auto Title related to each Servicer Loan and all Proceeds of the foregoing (the "Collateral"other agreements, documents and instruments related thereto), to secure repayment of the Obligations Down Payments and all additions thereto and any proceeds thereof ("Security Interest"collectively, the “Collateral”). The Collateral also includes security interest of Seller and Administrative Agent shall at all monies on deposit times be valid, perfected and enforceable by Seller against Buyer/Borrower, Servicer and AUA and all third parties in accordance with Crestmarkthe terms of this Agreement.
2. Each Secured Obligor hereby confirms and agrees that each of Seller and the Administrative Agent (or any designee thereof), following an default by any Secured Obligor or Guarantor of the payment or performance of its obligations hereunder (including, without limitation, any servicing obligation under Article II hereof or any consignment sale obligation under Article III hereof), or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds breach of any of its representations or warranties hereunder (an “Event of Default”), shall, at its option, have the forgoing.
B. Borrower gives Crestmark all of sole right to enforce Servicer’s rights and remedies under each Servicer Loan Document, but without any obligation on the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights Seller or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell Administrative Agent or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility their respective affiliates to perform any of the obligations of Borrower; Servicer under any such Servicer Loan Document.
3. Each Secured Obligor Borrower hereby authorizes Seller and Administrative Agent to file UCC-1 Financing Statements with respect to the Collateral, and any amendments or continuations relating thereto, which UCC-1 Financing Statements may describe the Collateral as “all present and future assets of the Debtor” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code. The Secured Obligors shall not allow any financing statement or notice of assignment of any Collateral, other than those filed in favor of Seller and Administrative Agent to be on file in any public office covering any Collateral, proceeds thereof or other matters subject to the security interest granted to Seller and Administrative Agent hereunder.
4. Secured Obligors hereby agree to deliver to Seller and Administrative Agent, at such places as Seller and Administrative Agent may reasonably designate, (i) schedules executed by Secured Obligors listing the Servicer Loans and fully and correctly specifying in adequate detail the aggregate unmatured unpaid face amount of each Servicer Loan and the amount of the deferred installments thereof falling due each month and (ivii) Borrower must notify Crestmark immediately if it knows schedules executed by the Secured Obligors listing the Consigned Inventory and specifying in adequate detail the current NADA trade in value with respect thereto. These schedules shall be in form and tenor satisfactory to or supplied by Seller.
5. Secured Obligors shall, from time to time, at their cost and expense, promptly execute and deliver all further instruments, documents and notices and take all further action that may be necessary, or that Seller or Administrative Agent may reasonably request in order to create, perfect and protect the liens of Seller and Administrative Agent in the Collateral, or to enable Seller and Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Account Debtor disputes an Account whether or not Collateral, including, without limitation, (i) delivering to Seller (for the benefit of itself and Administrative Agent) all original instruments, certificated securities and other assets, perfection of a lien with respect to which may be perfected by possession under applicable law, together with any assignments separate from certificates and allonges ancillary thereto and (iii) providing Administrative Agent with “control” (as such disputes are deemed valid by Borrower.term is defined in any applicable uniform commercial code) over any Collateral, a lien with respect to which may be perfected by
Appears in 1 contract
Sources: Escrow, Servicing and Consignment Sales Agreement (Auto Underwriters of America, Inc.)
Security Interest. A. Borrower Paragraph 6 of the SIFMA Master is hereby amended and restated in its entirety to read as follows: “
(a) Seller hereby grants to Crestmark Buyer a first priority security interest in all of its assetsSeller’s right, now existing or hereafter arisingtitle, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture benefit and fixtures, books and records and supporting obligations for any of interest the foregoing, Purchased Securities sold in each Transaction entered into under this Agreement and all Proceeds of proceeds thereof (collectively, the foregoing (the "“Collateral"”), to secure repayment of the Obligations Seller’s obligations under the Transaction Agreements ("Security Interest"the “Secured Obligations”). The Collateral also includes all monies on deposit with Crestmark, or on deposit This Agreement shall create a continuing security interest in the Lockbox Account. All capitalized terms used Collateral and shall remain in full force and effect (notwithstanding any repurchase by Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by Buyer of such Purchased Securities under a subsequent Transaction) until all unpaid Repurchase Price with respect to outstanding Transactions under this Section 8A which are not otherwise defined shall Agreement have the meanings assigned to them been indefeasibly paid in the Uniform Commercial Code as adopted in the State full (without application of Michigan (the "UCC"any set off or netting). Without limiting Buyer shall have, with respect to all the forgoingCollateral, "Accounts" will also mean and include any and in addition to all other forms of obligations now owed or hereafter arising or acquired by rights and remedies available to Buyer under the Borrower evidencing any obligation for payment for goods of any kindTransaction Agreements, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights and remedies of a secured party under the UCC. Borrower grants Crestmark the authority Uniform Commercial Code as in effect in any applicable jurisdiction.
(b) Seller hereby authorizes Buyer to file all appropriate documentation for Crestmark such financing statements (and continuation statements with respect to perfect its security interest in the Collateral, including a UCC-1 such financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments statements when applicable) as may be required from time necessary to time. All expenses of Crestmark relating perfect the security interest granted pursuant to searching, filing or protecting the Security Interest are part foregoing Paragraph 6
(a) under the Uniform Commercial Code of the Obligationsrelevant jurisdiction.
C. (c) The Security Interest gives Crestmark rights security interest granted pursuant to the foregoing Paragraph 6
(a) is released by Buyer at such time when all unpaid Repurchase Price with respect to the Collateral and the Security Interest and outstanding Transactions under this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: have been indefeasibly paid in full (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control without application of any Collateral in the possession set off or netting), without further action by any Person. Upon such payment and termination of third personsthis Agreement, particularly Collateral consisting of deposit accountsBuyer hereby agrees, investment propertyat Seller’s expense, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (Ix) sell its inventory in the ordinary course of business, (II) provide samples of its products file appropriate financing statement amendments to customers on a trial basis, reflect such release and (IIIy) move its inventory, equipment, execute and deliver such other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except documents as Crestmark Seller may specifically agree reasonably request to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral further evidence such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerrelease.” 7.
Appears in 1 contract
Sources: Master Repurchase Agreement (Hill-Rom Holdings, Inc.)
Security Interest. A. This Agreement constitutes a “security agreement” within the meaning of the UCC. As security for the payment and performance of the Secured Obligations, Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers to the Lenders, and grants to Crestmark a security interest to the Lenders in all of its assetsBorrower’s right, now existing or hereafter arisingtitle, wherever located including estate, claim and interest in the and agrees that Lenders shall have a perfected and continuing security interest in, and lien on, (a) all of Borrower’s Accounts, Goods, Inventory, Equipment, Chattel Paper, Documents, Instruments, Equipment, Investment Property, specifically identified Commercial Tort Claimsand General Intangibles and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, Documentswhether now owned or existing or hereafter acquired or arising, Deposit Accounts(b) all returned, Letter rejected or repossessed goods, the sale or lease of Credit Rightswhich shall have given or shall give rise to an Account or Chattel Paper, General Intangibles(c) all insurance policies relating to the foregoing and the right to receive refunds of unearned insurance premiums under those policies, Contract Rights, customer lists, furniture and fixtures, (d) all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to the foregoing and supporting obligations for any all Equipment and General Intangibles necessary or beneficial to retain, access and/or process the information contained in those books and records; and (e) all Proceeds and products of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Borrower further agrees that Lenders shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark respect thereof all of the rights and remedies of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, UCC as well as UCC-3 amendments as may be required those provided in this Agreement, under each of the other Loan Documents and under applicable laws. Borrower agrees that at any time and from time to time. All expenses of Crestmark relating , at its expense, Borrower will promptly execute and deliver all further instruments and documents (including, without limitation, financing statements and continuation statements), and take all further action that Lenders may request, in order to searching, filing perfect and protect the security interests granted or protecting purported to be granted hereby and to enable the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark Lenders to exercise and enforce its rights and remedies hereunder with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the any Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Ophthalmic Imaging Systems)
Security Interest. A. Borrower The related Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to the related Seller 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 each Seller’s and Guarantor’s performance of all Obligations hereunder or under the other Program Documents, and all other obligations of any Seller or Guarantor under any Relevant Transaction Document, the related Seller hereby grants to Crestmark Buyer and each GCFP Entity a fully perfected first priority security interest in all of its assetsthe following property, whether now existing or hereafter arisingacquired: all of the Purchased Assets, wherever located the related Records, the contractual right to receive payments, including the right to payments of principal, interest and all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture other Income with respect to the Purchased Assets and fixtures, books and records and supporting obligations for the right to enforce such payments arising from or under any of the foregoingPurchased Assets, and all Proceeds any proceeds and distributions with respect to any of the foregoing (collectively the "“Collateral"), to secure repayment of the Obligations ("Security Interest"”). The Collateral also includes Sellers shall pay all monies on deposit fees and expenses associated with Crestmarkperfecting such security interest, or on deposit in including the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in cost of filing financing statements under the Uniform Commercial Code as adopted in and when reasonably required by Buyer. At any time and from time to time, upon the State written request of Michigan Buyer, and at the sole expense of Sellers, Sellers will (the "UCC"). Without limiting the forgoing, "Accounts" will also mean i) promptly and include any duly execute and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, naturedeliver, or description sold or leased or services renderedwill promptly cause to be executed and delivered, such other instruments and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of documents and take such further action as Buyer may reasonably request in order to ensure Buyer has a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its valid, first priority, perfected security interest in the CollateralCollateral or for the purpose of obtaining or preserving the full benefits of this Agreement and the other Program Documents and of the rights and powers herein and therein granted, including a UCC-1 the filing of any financing statement listing or continuation statements under the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights Uniform Commercial Code in effect in any jurisdiction with respect to the Collateral Liens created hereby, assigning or endorsing Purchased Assets in blank or to Buyer or its designee and delivering Purchased Assets to Buyer or, if so directed by Buyer, the Custodian and (ii) furnish such information regarding the Purchased Assets and the Security Interest and this Agreement imposes duties upon Borrower which relate financial well-being of Sellers or Guarantor as may be reasonably requested by Buyer. Each Seller also hereby authorizes Buyer to the Collateral. Some of the rights and duties are: file any financing or continuation statement referred to in clause (i) above without the right signature of Crestmark at any time after a Default that is not cured within such Seller to the extent permitted by applicable cure period to notify any persons who may hold any part of the Collaterallaw. A carbon, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights photographic or other Collateral which is evidenced by electronic entries; (iii) except reproduction of this Agreement shall be sufficient as a financing statement for the right of Borrower to (I) sell its inventory filing in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerjurisdiction.
Appears in 1 contract
Sources: Master Repurchase Agreement (Novastar Financial Inc)
Security Interest. A. To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including, without limitation, the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for principal, interest, fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Borrower hereby assigns to the Administrative Agent for its benefit and the ratable benefit of the Lenders, and hereby grants to Crestmark the Administrative Agent for its benefit and the ratable benefit of the Lenders a security interest in in, all of its assetsthe Borrower’s right, title and interest in and to the following (collectively, the “Collateral”): (A) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all rights of the Borrower to receive moneys due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (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 Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (B) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, wherever located the Related Security and Collections with respect thereto and all other assets of the Borrower, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC), including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for undivided interests in any of the foregoing, (C) the Lock-Boxes and all Proceeds of Deposit Accounts and (D) to the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit extent not included in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Security Interest. A. Borrower The Parties intend that all Transactions hereunder be absolute sales and purchases and not loans. However, in order to preserve B▇▇▇▇’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Sellers of Seller’s Obligations, or in the event that a transfer of any Purchased Asset is otherwise ineffective as an outright transfer of such Purchased Asset to Buyer, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Crestmark Buyer a security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of its assetsthe Mortgage Assets in which Seller later acquires ownership, now existing other rights or hereafter arisingthe power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, wherever located including without limitation, all AccountsServicing Rights with respect thereto), Goods(ii) all Servicing Records, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Mortgage Loan Documents, Deposit Accountsincluding, Letter of Credit Rightswithout limitation, General Intangibles, Contract Rights, customer lists, furniture the Mortgage Note and fixtures, books and records and supporting obligations for any of the foregoingMortgage, and all Proceeds of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Purchase Commitments and Forward Trade Commitments to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans and MBS, (vii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes Income Collection Account and all monies on deposit with Crestmark, sums now or at any time hereafter on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed Income Collection Account or hereafter arising or acquired represented by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, Income Collection Account and (viii) all proceeds of any the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the forgoing.
B. Borrower gives Crestmark Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of the rights of a secured party filing financing statements and amendments under the UCCUCC and recording the Mortgage Assignments as and when required by Buyer in its sole discretion. Borrower grants Crestmark Notwithstanding the authority foregoing and anything to file the contrary contained in this Agreement, (i) Mortgage Assets and any other collateral pledged or otherwise transferred to Buyer to secure the Obligations shall exclude (a) F▇▇▇▇▇ M▇▇ Mortgage Servicing Rights, including, without limitation, any agreement between F▇▇▇▇▇ M▇▇ and Seller or any Affiliate (“Seller Contract”) and all appropriate documentation rights arising under any servicing contract pertaining to Mortgage Loans that have been sold to F▇▇▇▇▇ M▇▇ (other than fee income, sale proceeds, and other amounts payable to Seller), (b) all custodial, clearing, suspense, escrow, and other accounts maintained by Seller for Crestmark to perfect its security interest in the Collateralcollection or processing of principal, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtorinterest, now existing and hereafter arisingimpound, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other payments with respect to the Collateral Mortgage Loans serviced by Seller on behalf of F▇▇▇▇▇ M▇▇, (c) all funds held by Seller in any such account, and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (id) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the CollateralSeller’s “Restricted Liquidity” held in Seller’s F▇▇▇▇▇ M▇▇ Reserve Account, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) BorrowerBuyer shall have no right to seize, after a default which is not cured within retain, or reassign the applicable cure periodservicing rights for any Mortgage Loan serviced by Seller for the benefit of F▇▇▇▇▇ M▇▇, must cooperate with Crestmark unless approved in obtaining control of any Collateral writing by F▇▇▇▇▇ M▇▇ in the possession of third personsits sole and absolute discretion, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except Buyer’s consent will not be required for any modification of the right F▇▇▇▇▇ M▇▇ Guide or the Seller Contract (including any F▇▇▇▇▇ M▇▇ Purchase Commitment) and no such modification will constitute a breach of Borrower to (I) sell its inventory in the ordinary course of businessTransaction Documents, (IIiv) provide samples Buyer will not assign, re-sell, re-pledge, or otherwise transfer any Purchased Mortgage Loan or Mortgage Assets; provided that Buyer may pledge Mortgage Assets to a Federal Reserve Bank or a Federal Home Loan Bank in connection with a simultaneous pledge of its products to customers on a trial basiscorresponding rights as buyer under this Agreement, and (IIIv) move its inventoryabsent an Event of Default, equipment, and other assets between its business locations, Borrower shall not sell Buyer is prohibited from recording an assignment of mortgage or transfer similar instrument relating to any of the Collateral or grant any other security interest in the Collateral, except as Crestmark Purchased Mortgage Loan; provided that Buyer may specifically agree to in writing. Borrower remains liable to perform all of its obligations file a precautionary UCC financing statement with respect to the Collateral such a Purchased Mortgage Loan in order to protect its rights as the recognition of any warranties in inventory sold and Crestmark is buyer under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Agreement.
Appears in 1 contract
Sources: Master Repurchase Agreement (Walker & Dunlop, Inc.)
Security Interest. A. Borrower (a) Purchaser and Seller intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets (other than as described in Article 21(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller of all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including all Accountssubject to the terms and conditions of this Agreement, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any to Purchaser to secure the payment of the foregoingRepurchase Price on all Transactions to which Seller is a party and all other amounts owing by Seller to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 25, and all Proceeds of under the foregoing other Transaction Documents (collectively, the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"“Repurchase Obligations”). Without limiting the forgoinggenerality of the foregoing and for the avoidance of doubt, "Accounts" will also mean and include if any and all other forms of obligations now owed or hereafter arising or acquired determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by the Borrower evidencing any obligation for payment for goods of any kind, natureSeller to Purchaser pursuant to this Agreement, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is mezzanine loans do not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except qualify for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.safe harbor treatment
Appears in 1 contract
Sources: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)
Security Interest. A. Borrower (a) Each Company hereby grants to Crestmark Laurus a security interest (the "Security Interest") in all of its assetsthe following property now owned or at any time hereafter acquired by it, or in which it now existing has or hereafter arisingat any time in the future may acquire any right, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing 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), to secure repayment of the Obligations contract rights, general intangibles ("Security Interest"including, without limitation, payment intangibles and software). The Collateral also includes all monies on deposit with Crestmark, chattel paper (whether tangible or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"electronic). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accountssupporting 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 and the proceeds and products thereof (including without limitation, proceeds of insurance) and all 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 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, 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 Collateral 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) its principal place of business, chief executive office and the place where the records concerning its accounts and contract rights are located at the address set forth herein and (ii) it is duly organized in the 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 Accounts Receivable is evidenced by electronic entriesa 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 the 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 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 term of this Agreement, any Liens against the Collateral, whether now owned or hereafter 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 the terms of an Intercreditor Agreement dated as of the date hereof and (b) Pitney ▇▇▇▇▇, 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, ▇▇▇ 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) except 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 ▇▇▇▇ 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 right collection of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant otherwise to enforce the rights of Laurus with respect to any other security 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, except as Crestmark may specifically agree to in writing. Borrower remains liable the extent set forth therein, to perform all of its obligations with respect thereunder, to the Collateral such same extent as if this Agreement had not been executed; (ii) the recognition exercise by Laurus of any warranties in inventory sold of its rights hereunder shall not release any Company from any of its obligations under the contracts and Crestmark is agreements relating to the Collateral; and (iii) Laurus shall not have any obligation or liability by reason of this Agreement under no responsibility any contracts and agreements relating to the Collateral, nor shall Laurus be obligated to perform any of the obligations or duties of Borrower; 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) Laurus may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may (1) require each Company to, and each Company hereby agrees that it will at its expense and upon request of Laurus forthwith, assemble all or part 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 each Company to demand or otherwise require payment of any amount under, or performance of any provision of, any account, contract or agreement.
(iv) Borrower must notify Crestmark immediately if it knows that All payments received by any Account Debtor disputes an Account whether and all Companies under or not such disputes are deemed valid by Borrowerin connection with the Collateral shall be received in trust for the benefit of Laurus, shall be segregated from other funds of the applicable Company and shall be forthwith paid over to Laurus in the same form as so received (with any necessary endorsement).
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Vertex Interactive Inc)
Security Interest. A. Borrower grants On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to Crestmark which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its assetsthe Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter arising, created and wherever located including (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) [reserved];
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, specifically identified Commercial Tort Claimsincluding, Documentsbut not limited to, Deposit Accountsany payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) [reserved];
(xiii) any other contract rights, Letter accounts, deposit accounts (including any interest of Credit RightsSeller in escrow accounts), General Intangiblespayments, Contract Rightsrights to payment (including payments of interest or finance charges), customer lists, furniture and fixtures, books and records and supporting obligations for general intangibles to the extent that any of the foregoingforegoing relates to any Purchased Mortgage Loan,
(xiv) any other assets to the extent relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and all Proceeds distributions on or with respect to any of the foregoing related to the Purchased Mortgage Loans;
(xvi) [reserved];
(xvii) the "Collateral")Reserve Amount and the Reserve Account; and
(xviii) any other property, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies rights, title or interests as are specified on deposit with Crestmark, or on deposit a Mortgage Loan Schedule and/or Transaction Request and/or in the Lockbox AccountEverBank Warehouse Electronic System to the extent related to the Purchased Mortgage Loans. All capitalized terms used in this Section 8A which are not otherwise defined shall have Seller acknowledges that it has no rights to service the meanings assigned Purchased Mortgage Loans prior to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC")time repurchased by Seller. Without limiting the forgoing, "Accounts" will also mean generality of the foregoing and include in the event that Seller is deemed to retain any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedresidual Servicing Rights, and all proceeds for the avoidance of any of the forgoing.
B. Borrower gives Crestmark all of the rights of doubt, Seller grants, assigns and pledges to Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtorwhether now owned or hereafter acquired, now existing or hereafter created prior to the time repurchased by Seller. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and hereafter arising, wherever located," Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark statements relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Repurchase Assets and the Security Interest and Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerSection 8.
Appears in 1 contract
Security Interest. A. Borrower (a) Buyer and each Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Sellers 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 loans and as security for the performance by each Seller of all of such Seller’s obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, each Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Purchased Items (as defined below) to Buyer to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by any Seller or its Affiliates to Buyer and any of Buyer’s present or future Affiliates hereunder, including, without limitation, amounts owing pursuant to Article 25, under the other Transaction Documents, including any obligations of such Seller under any Hedging Transaction entered into with any Affiliated Hedge Counterparty (including, without limitation, all amounts anticipated to be paid to Buyer by an Affiliated Hedge Counterparty as provided for in the definition of Repurchase Price or otherwise) and the Other Facility Repurchase Obligations, and to secure the obligation of such Seller or its designee to service the Purchased Assets in conformity with Article 27 and any other obligation of such Seller to Buyer (collectively, the “Repurchase Obligations”). Each Seller shall ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All of each Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture created and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, is hereinafter referred to as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.“Purchased Items”:
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part Purchased Assets and all “securities accounts” (as defined in Article 8-501(a) of the Collateral, such as Account Debtors and other debtors, UCC) to which any or all of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; Purchased Assets are credited;
(ii) Borrowerany and all interests of each Seller in, after a default which is not cured within to and under the applicable cure period, must cooperate with Crestmark Depository Account and all monies from time to time on deposit in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; each Depository Account;
(iii) except for the right of Borrower any cash or Cash Equivalents delivered to (I) sell its inventory Buyer in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations accordance with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and Article 4(a);
(iv) Borrower must notify Crestmark immediately the Purchased Asset Documents, Servicing Agreements, Servicing Records, Servicing Rights, all servicing fees relating to the Purchased Assets, insurance policies relating to the Purchased Assets, and collection and escrow accounts and letters of credit relating to the Purchased Assets;
(v) Each Seller’s right under each Hedging Transaction, if it knows that any, relating to the Purchased Assets to secure the Repurchase Obligations;
(vi) all “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”, “securities accounts” and “deposit accounts”, each as defined in the UCC, relating to or constituting any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.and all of the foregoing;
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Security Interest. A. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Crestmark Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever.
(b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.
(c) Upon the occurrence of an Event of Default and during the continuance thereof, Lender may exercise any or all of its assetsrights and remedies as a secured party, now existing or hereafter arisingpledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, wherever located including all Accountsupon any Event of Default and during the continuance thereof, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture Lender may use the Lockbox Account and fixtures, books and records and supporting obligations Cash Management Account for any of the foregoing, and all Proceeds of the foregoing following purposes: (the "Collateral"), to secure A) repayment of the Obligations Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment ("Security Interest"as applicable). The Collateral also includes ; (B) reimbursement of Lender for all monies on deposit with Crestmarklosses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or on deposit incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the Lockbox Account. All capitalized terms used in other Loan Documents; (D) payment of any item as required or permitted under this Section 8A which are Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not otherwise defined shall have the meanings assigned cure or be deemed to them in the Uniform Commercial Code as adopted in the State cure any Event of Michigan (the "UCC")Default. Without limiting the forgoingany other provisions hereof, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any each of the forgoing.
B. Borrower gives Crestmark all remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of the Lender’s rights of and remedies as a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Lockbox Account and the Security Interest Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement imposes duties upon Borrower which relate shall obligate Lender to the Collateral. Some apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights remedies under this Agreement or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer under any of the Collateral other Loan Documents shall not in any way prejudice or grant any other security interest in affect Lender’s right to initiate and complete a foreclosure under the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerMortgage.
Appears in 1 contract
Security Interest. A. Borrower grants (a) To secure the prompt payment to Crestmark Laurus of the Obligations relating to the Secured Revolving Note, each of the Company and the Eligible Subsidiaries promises to assign, pledge, hypothecate and grant to Laurus a continuing security interest in and Lien upon all of its assetsthe Collateral. All of each of the Company's and the Eligible Subsidiaries' Books and Records relating to the Collateral shall, until delivered to or removed by Laurus, be kept by each of the Company and the Eligible Subsidiaries in trust for Laurus until all Obligations relating to the Secured Revolving Note have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by the Company and the Eligible Subsidiaries, or any one of them, shall be deemed to include the foregoing grant, whether or not the same appears therein.
(b) Each of the Company and the Eligible Subsidiaries hereby (i) authorizes Laurus to file any financing statements, continuation statements or amendments thereto and any other documents necessary to perfect the security.
(c) Each of the Company and the Eligible Subsidiaries hereby grants to Laurus an irrevocable, non-exclusive license (exercisable upon the termination of this Agreement due to an occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to the Company) to use, transfer, license or sublicense any Intellectual Property now existing owned, licensed to, or hereafter arisingacquired by the Company or by an Eligible Subsidiary, as the case may be, and wherever located the same may be located, and including in such license access to all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for media in which any of the foregoinglicensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and all Proceeds of represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, contractual or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods commercial rights of any kindthird Person; provided, nature, or description sold or leased or services rendered, that such license will terminate on the termination of this Agreement and the payment in full of all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party Obligations under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the ObligationsSecured Revolving Note.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Security and Purchase Agreement (Reliant Home Warranty Corp)
Security Interest. A. Borrower 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 assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to Crestmark the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in in, all of its the Seller’s right, title and interest in, to and under (but none of the Seller’s obligations under) all of the following, whether now or hereafter existing or arising:
(a) the SPV Purchase Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the SPV 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 SPV Purchase Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the SPV Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the SPV Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder,
(b) all Receivables, the Related Security with respect thereto and the Collections and all other assets, now existing including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC) owned by the Seller and not otherwise purchased or hereafter arisingscheduled to be purchased under this Agreement,
(c) the Lock-Box Accounts and Blocked Accounts and all amounts on deposit therein and all certificates and instruments, wherever located including all Accountsif any, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for from time to time evidencing any of the foregoing and
(d) to the extent not included in the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Receivables Purchase Agreement (United Rentals North America Inc)
Security Interest. A. Borrower grants to Crestmark a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any Paragraph 6 of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations Agreement ("Security Interest")) is hereby deleted and replaced in its entirety by the following provisions of this Section 6:
(a) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans 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 Loans. The Collateral also includes all monies on deposit with CrestmarkHowever, or on deposit in the Lockbox event any Transaction is deemed to be a loan, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under such Transaction and shall be deemed to have granted to Buyer a security interest in (i) the Blocked Account. All capitalized terms used , (ii) all of the Purchased Loans (including those identified in this Section 8A which are not otherwise defined shall have Confirmations, (iii) all Income from the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan Purchased Loans and (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and iv) all proceeds of any all of the forgoingforegoing.
B. Borrower gives Crestmark (b) To the extent Buyer is deemed to have a security interest with respect to the Purchased Loans, and with respect to the security interests granted in subsection (c) of this Section 6, Buyer shall have all of the rights and may exercise all of the remedies of a secured party creditor under the UCCUCC and any other applicable law. Borrower grants Crestmark In furtherance of the authority foregoing, (1) Seller, at its sole cost and expense, shall cause to file all appropriate documentation for Crestmark be filed as a protective filing with respect to perfect its the Purchased Loans and as a UCC filing with respect to the security interest interests granted in subsection (c)) of this Section 6 (i) a UCC financing statement in the Collateralform of Schedule 7-A attached hereto (to be filed in the filing office indicated therein), including a UCC-1 (ii) amendments to such UCC financing statement listing in the Collateral as "All assets form of Schedule 7-B attached hereto and having attached to each such UCC financing statement amendment a description of the DebtorPurchased Loans which identifies the Purchased Loans by setting forth (a) the name of the borrower with respect to each Purchased Loan, now existing (b) the loan agreement (including the date) or other document, agreement or instrument pursuant to which each Purchased Loan was made or is governed, and hereafter arising(c) the initial or then outstanding principal amount of each Purchased Loan, wherever located," or similar termsand (iii) such other UCC filings, as well as UCC-3 amendments in such locations as may be required necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby (including under Section 22 of this Annex I) and, in each case, continuation statements and any amendments thereto (collectively, the "Filings"), and shall forward copies of such Filings to Buyer upon completion thereof, and (b) Seller shall from time to time. All expenses of Crestmark relating , at its own expense, deliver and cause to searchingbe duly filed all such further filings, filing instruments and documents and take all such further actions as may be necessary or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights desirable or as may be requested by Buyer with respect to the Collateral perfection and priority of the outright transfer of the Purchased Loans and the Security Interest security interest deemed granted hereunder and this Agreement imposes duties upon Borrower which relate to in the Collateral. Some of Purchased Loans and the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part remedies of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations Buyer with respect to the Collateral such as Purchased Loans (including under Section 22 of this Annex I) (including the recognition payments of any warranties fees and taxes required in inventory sold connection with the execution and Crestmark is under no responsibility to perform any delivery of the Agreement).
(c) Seller hereby pledges to Buyer, as security for the performance by Seller of its obligations under all Transactions, all Hedging Transactions relating to Purchased Loans entered into by Seller and all proceeds thereof. Seller shall take all action as is necessary or desirable to obtain consent to assignment of Borrower; any such Hedging Transaction to Buyer and (iv) Borrower must notify Crestmark immediately if shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument 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 knows that will not redirect payments under any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerHedging Transaction pledged to Buyer pursuant to the terms of this Section 6(c).
Appears in 1 contract
Security Interest. A. Borrower The Seller and ACC intend that the transfers of Commercial Receivables effected pursuant to this Agreement and the applicable Assignments constitute true sales of such Commercial Receivables by the Seller to ACC, providing ACC with the full benefits of ownership thereof, and neither the Seller nor ACC intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a mere financing arrangement or as a loan from ACC to the Seller. However, as a precautionary matter, (i) to secure the prompt payment and performance of all of the Seller's obligations (whether monetary or otherwise) under or in connection with this Agreement including, but not limited to, the Seller's liability to ACC for Damages and the Seller's obligation to pay amounts which may become due and owing under Section 12 hereof, the Seller hereby assigns, pledges and grants to Crestmark ACC a first priority security interest in in, and to and under all of its assetsthe following, whether now or hereafter existing or acquired: the Commercial Receivables purchased by ACC, all related Contracts and all Collections with regard thereto, any and all amounts now or hereafter arisingdue to the Seller from the Reserve Account and replacements and proceeds thereof, wherever located including any and all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any amounts which may become due to the Seller from ACC with respect to the balance of the foregoingPurchase Price due with respect to any Commercial Receivable purchased by ACC hereunder, and all Proceeds funds on deposit in any lockbox, each of the foregoing (and all certificates and instruments, if any, from time to time evidencing the "Collateral")Reserve Account and the Lockbox Accounts, if any, and funds on deposit therein, all claims thereunder or in connection therewith all interest dividends, moneys, instruments, securities and other property from time to secure repayment time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, foregoing and all proceeds of and amounts received or receivable under any of the forgoing.
B. Borrower gives Crestmark or all of the rights of foregoing and (ii) this Agreement shall constitute a secured party security agreement under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral UCC as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required amended from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower (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 pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”:
(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;
(iv) 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 Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Seller hereby assigns, pledges, conveys and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records, tapes and other electronic medium to evidence the interests granted to Buyer hereunder.
(c) Subject to the priority interest of the Indenture Trustee, Buyer and 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 ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including the “Repurchase Rights”) and (ii) all Accountscollateral 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, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, General Intangiblesthe “Repurchase Assets”).
(d) 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, Contract Rights, customer lists, furniture the buyer thereunder is authorized and fixtures, books instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and records and supporting obligations for any to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure upon repayment of the Obligations 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 ("Security Interest"). as such term may be defined under the Repurchase Documents) then in its possession or control.
(e) The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in foregoing provisions of this Section 8A which 4.02 are not otherwise intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean under Sections 101(47)(A)(v) and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any 741(7)(A)(xi) of the forgoingBankruptcy Code.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. A. Borrower grants (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 Crestmark Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its assetsSeller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including is hereinafter referred to as the “Primary Repurchase Assets”:
(i) all AccountsAssets 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, GoodsSecuritization Transaction or Participation Agreement identified on Schedule 2 hereof;
(v) the Dedicated Accounts and the ▇▇▇▇▇▇ 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, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for instruments or other documentation evidencing any of the foregoing;
(ix) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise “money” as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include relating to or constituting any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark foregoing (including, without limitation, all of the rights of a secured party Seller’s rights, title and interest in and under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Participation Agreements and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account DebtorsServicing Contracts); (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.and
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Indebtedness and the performance of all other obligations and covenants of the Obligors hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including which are now, or may at any time or times hereafter be owing by the Obligors to the Bank, the Obligors hereby pledge to the Bank and give the Bank a continuing security interest in and general Lien upon and right of set-off against, all Accountsright, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture title and fixtures, books and records and supporting obligations for any interest of the foregoingObligors in and to the Collateral, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed owned or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods Obligors. Obligors and Bank acknowledge that the security interest and Lien created in the Collateral by this Agreement is of any kind, nature, equal priority with and shall not supersede or description sold or leased or services rendered, affect the security interests and all proceeds of any of Liens created by the forgoingExisting Loan Documents.
B. Borrower gives Crestmark all (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest care in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any other rights therein against prior parties, and the Obligors agree to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Obligors shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising.
(c) At any time and from time to time after an Event of Default, Bank may, with or without notice to the Obligors, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes or other obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after an Account whether or not such disputes are deemed valid by BorrowerEvent of Default direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Able Telcom Holding Corp)
Security Interest. A. Borrower Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Crestmark Buyer a security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of its assetsthe Mortgage Assets in which Seller later acquires ownership, now existing other rights or hereafter arisingthe power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, wherever located including without limitation, all AccountsServicing Rights with respect thereto), Goods(ii) all Servicing Records, InventoryLoan Eligibility Files, EquipmentAsset Files, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Mortgage Loan Documents, Deposit Accountsincluding, Letter of Credit Rightswithout limitation, General Intangibles, Contract Rights, customer lists, furniture the Mortgage Note and fixtures, books and records and supporting obligations for any of the foregoingMortgage, and all Proceeds of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans (excluding, however, any Takeout Commitments or Takeout Agreements that by their express terms prohibit Seller’s assigning, pledging or granting a security interest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408)), (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans (excluding, however, any Hedging Arrangements that by their express terms prohibit Seller’s assigning, pledging or granting a security interest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408)), (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes Income Collection Account and all monies on deposit with Crestmark, sums now or at any time hereafter on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed Income Collection Account or hereafter arising or acquired represented by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, Income Collection Account and (ix) all proceeds of any the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and, subject to the terms of the forgoing.
B. Borrower gives Crestmark Transaction Documents, realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of the rights of a secured party filing financing statements and amendments under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets registering each Purchased Mortgage Loan with MERS and recording assignments of the Debtor, now existing Mortgages as and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be when required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsby Buyer in its sole discretion.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower grants (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets on a servicing released basis. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Crestmark be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records related to any Purchased Asset, and all Servicing Rights related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Sellers’ rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, the Collection Account, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions of any of the foregoing and any other property, rights, title or interests as are specified on a Trust Receipt and Custodial Loan Transmission and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”).
(ii) In order to further secure the Obligations, each of POP and PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Records related to any Underlying Repurchase Assets and all Servicing Rights related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s rights thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its assetsAffiliates, on the one hand, and Buyer or Buyer’s Affiliates, on the other, and any proceeds (including the related securitization proceeds) and distributions of any of the foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accountsthe “Underlying Transaction Repurchase Assets”, Goodstogether with the Primary Repurchase Assets, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"“Repurchase Assets”). The Collateral also includes all monies on deposit Each of POP and PMC acknowledges and agrees that its rights with Crestmark, or on deposit in respect to the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan Repurchase Assets (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect including without limitation its security interest in the Collateral, including Purchased Assets and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a UCC-1 financing statement listing security interest is granted to Buyer pursuant to this Section 9) are and shall continue to be at all times junior and subordinate to the Collateral as "All assets rights of the Debtor, now existing Buyer under this Agreement. Each of POP and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses PMC agrees that it will provide notice of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights any action it takes with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark Underlying Repurchase Assets at any time after a Default that is not cured within such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. Without limiting the applicable cure period to notify any persons who may hold any part generality of the Collateral, such as Account Debtors foregoing and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsevent that any Seller is deemed to retain any residual Servicing Rights, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except and for the right avoidance of Borrower doubt, each Seller grants, assigns and pledges to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on Buyer a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, except as Crestmark may specifically agree whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to in writing. Borrower remains liable to perform all of its obligations with respect constitute a security agreement or other arrangement or other credit enhancement related to the Collateral such Agreement and Transactions hereunder as the recognition of any warranties in inventory sold defined under Sections 101(47)(A)(v) and Crestmark is under no responsibility to perform any 741(7)(A)(xi) of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that Bankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any Account Debtor disputes an Account whether financing statement or not such disputes are deemed valid by Borrowerstatements prepared pursuant to this Section 9.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. A. Borrower grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Crestmark be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of its assetssuch Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"“Repurchase Assets”). The Collateral also includes all monies on deposit with CrestmarkSellers hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate in order to perfect the security interest hereby granted. The Sellers shall pay the filing costs for any financing statement or on deposit in the Lockbox Account. All capitalized terms used in statements prepared pursuant to this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing8.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower To secure Buyer's right to indemnity pursuant to Articles VIII and X of the Stock Purchase Agreement, Seller hereby grants to Crestmark Buyer a first priority perfected security interest in all of its assetsSeller's right, now existing or hereafter arisingtitle and interest in and to the proceeds of the Seller's right to receive the Purchase Price described in the Stock Purchase Agreement, wherever located including as amended by this Amendment (including, without limitation, all Accountsinvestments and reinvestments of, Goodsand substitutions for, Inventorysuch proceeds). Such security interest shall not attach until the Closing Date and, Equipmentupon the Closing, Chattel Papershall for all purposes be deemed to be, Instrumentsand be treated as, Investment Propertypart of the MetLife Lien (as defined in the Reorganization Plan). Notwithstanding the foregoing, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for the first priority perfected security interest created by this Section 12.11 shall not in any way impair any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkrights, or on deposit in restrict the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds exercise of any of the forgoingremedies, of the Seller under the Stock Purchase Agreement prior to the Closing. Seller shall promptly execute and deliver to Buyer such further instruments and documents, and take such further action (including, without limitation, execution and delivery to Buyer of UCC financing statements to be filed in such jurisdictions as Buyer may determine) as Buyer may reasonably request for the purpose of perfecting, and otherwise obtaining or preserving the full benefit to Buyer of, such first priority perfected security interest."
8. Exhibit B to the Stock Purchase Agreement is hereby deleted.
B. Borrower gives Crestmark all of 9. A new Exhibit C to the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest Stock Purchase Agreement, in the Collateralform of Appendix I attached hereto, including a UCC-1 financing statement listing is hereby added to the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the ObligationsStock Purchase Agreement.
C. The Security Interest gives Crestmark rights with respect 10. There is hereby added to the Collateral and the Security Interest and this Stock Purchase Agreement imposes duties upon Borrower which relate a new subsection (j) of Section 9.1 (Conditions to the Collateral. Some of the rights and duties are: (iBuyer's Obligations) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such read in its entirety as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.follows:
Appears in 1 contract
Sources: Stock Purchase Agreement (Metropolitan Life Insurance Co/Ny)
Security Interest. A. Borrower grants (i) On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Asset (including all Underlying Mortgage Loans) and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Crestmark be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Asset (including all Underlying Mortgage Loans), the Underlying Mortgage Loans, the Loan Records, the Servicing Records, and all Servicing Rights related to the Purchased Asset and Underlying Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s right thereunder relate to the Purchased Asset and Underlying Mortgage Loans), any Property relating to the Purchased Asset, any Underlying Mortgage Loan or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Mortgage Loan, all insurance policies and insurance proceeds relating to any Underlying Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to the Purchased Asset and any Underlying Mortgage Loan, the Collection Account, the Wet Funding Account, any Hedge Agreements relating to the Purchased Asset and any Underlying Mortgage Loan, and any other contract rights, accounts (including any interest of its assetsSeller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and proceeds to the extent that the foregoing relates to the Purchased Asset and any Underlying Mortgage Loan and any other assets relating to the Purchased Asset and any Underlying Mortgage Loan (including, without limitation, any other accounts) or any interest in the Purchased Asset and the Underlying Mortgage Loans, and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including the “Seller Repurchase Assets”).
(ii) In order to further secure the Obligations hereunder, Trust Subsidiary, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of its Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Trust Subsidiary’s rights, title and interest in the Subsidiary Owned Assets, the Loan Records, the Servicing Records, and all AccountsServicing Rights related to the Subsidiary Owned Assets, Goodsthe Facility Documents (to the extent such Facility Documents and Trust Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), Inventory, Equipment, Chattel Paper, Instruments, Investment any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, specifically identified Commercial Tort Claimsany Take-out Commitments relating to any Subsidiary Owned Asset, Documentsall insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, Deposit Accountsincluding but not limited to any payments or proceeds under any related primary insurance or hazard insurance, Letter any Income relating to any Subsidiary Owned Asset, the Collection Account, the Wet Funding Account, any Hedge Agreements relating to any Subsidiary Owned Asset, and any other contract rights, accounts (including any interest of Credit RightsTrust Subsidiary in escrow accounts) and any other payments, General Intangiblesrights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to any Subsidiary Owned Asset (including, Contract Rightswithout limitation, customer listsany other accounts) or any interest in the Subsidiary Owned Assets, furniture and fixturesany proceeds (including the related securitization proceeds) and distributions and any other property, books rights, title or interests as are specified on a Confirmation and/or Trust Receipt and records Mortgage Loan Schedule and supporting obligations for Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Trust Subsidiary Assets” and, together with the Seller Repurchase Assets, the “Repurchase Assets” and all Proceeds collectively with the Guarantor Pledged Assets, the “Combined Repurchase Assets”).
(iii) To the extent that any of the foregoing Seller Parties subsequently conveys, sells and/or distributes in kind any Subsidiary Owned Asset to any of the other Seller Parties, each acknowledges that such conveyance, sale and/or distribution in kind of Subsidiary Owned Assets is subject to the Lien of Buyer created hereby and on the applicable Purchase Date.
(iv) The parties acknowledge and agree that each Seller Party, as applicable, (A) is acquiring the "Collateral")Subsidiary Owned Assets and Underlying Mortgage Loans subject to and subordinate to Buyer’s security interest, (B) is granting a Lien to secure repayment Buyer as partial consideration for the acquisition of such Subsidiary Owned Assets and Underlying Mortgage Loans from another of the Seller Parties hereto or in consideration of the proceeds of the Transaction from the Buyer and (C) hereby grants, assigns and pledges all rights and interests to Buyer as security for the performance of the Obligations hereunder.
("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in v) Each Seller Party acknowledges that it has no rights to service the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have Underlying Mortgage Loan but only has rights as a party to the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC")current Servicing Agreement. Without limiting the forgoing, "Accounts" will also mean generality of the foregoing and include in the event that any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing Seller Party is deemed to retain any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedresidual Servicing Rights, and all proceeds for the avoidance of any of the forgoing.
B. Borrower gives Crestmark all of the rights of doubt, such Seller Party grants, assigns and pledges to Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtorwhether now owned or hereafter acquired, now existing and or hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationscreated.
C. (vi) The Security Interest gives Crestmark rights grants of security interests set forth in this Section 8(a), including, without limitation, the security interests granted by Trust Subsidiary with respect to the Collateral Subsidiary Owned Assets and by the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations Seller Parties with respect to the Collateral such Servicing Rights and proceeds related thereto, are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as the recognition of any warranties in inventory sold defined under Sections 101(47)(A)(v) and Crestmark is under no responsibility to perform any 741(7)(A)(xi) of the obligations of Borrower; and Bankruptcy Code.
(ivvii) Borrower must notify Crestmark immediately if it knows that Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Combined Repurchase Assets as Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any Account Debtor disputes an Account whether financing statement or not such disputes are deemed valid by Borrowerstatements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. A. Borrower grants to Crestmark This Note is secured by a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect granted to the Collateral and Agent for the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some benefit of the rights Holder pursuant to a Security Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and duties are: (i) agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or grant insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under this Note and any other security interest in agreement to which the CollateralBorrower and Holder are parties (collectively, except as Crestmark may specifically agree "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to in writing. Borrower remains liable 11 U.S.C. Section 362 to perform permit the Holder to exercise all of its obligations with respect rights and remedies pursuant to the Collateral such as Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief from stay that may be filed by the recognition of Holder in any warranties in inventory sold bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder. The Borrower represents, acknowledges and Crestmark agrees that this provision is under no responsibility to perform any a specific and material aspect of the obligations Loan Documents, and that the Holder would not agree to the terms of Borrower; the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (ivor has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower must notify Crestmark immediately if it knows and that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthe Borrower has discussed this waiver with counsel.
Appears in 1 contract
Security Interest. A. Borrower As security for the Secured Obligations and Grantor's other obligations under the Charter Documents, Grantor hereby grants to Crestmark Secured Party for the benefit of Beneficiary a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of lien upon (hereinafter referred to as the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, ) the following described personal property (whether now owned by Grantor or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed existing or hereafter arising or acquired by Grantor) and in all proceeds (including cash proceeds, insurance proceeds and proceeds of proceeds) of such property in any form (hereinafter collectively referred to as the Borrower evidencing any obligation for payment for goods "Collateral"):
a. All engines, boilers, machinery, masts, anchors, cables, spars, rigging, tackle, apparel, furniture, fittings, boats, chains, equipment, fixtures and all other appurtenances of any kindGrantor appertaining and belonging to either of the Collateral Vessels or to the "M.G. Hulme, natureJr.", the vessel leased by Grantor under the Ch▇▇▇▇▇ (▇▇▇ "Charter Vessel"), whether aboard or description sold removed from the Collateral Vessels or leased the Charter Vessel, together with all additions, improvements, and/or replacements thereto or services renderedthereof, and not otherwise subject to the Mortgages (collectively, the "Appurtenances").
b. Grantor's interest in all casualty, liability, property, indemnity, hull, war risk, pollution and marine insurance policies, and Grantor's interest in all proceeds thereof and payments thereunder, relating to either of the Collateral Vessels or to the Charter Vessel.
c. All of Grantor's accounts, general intangibles and contract rights consisting of or relating to all present and future drilling contracts, charters, subcharters and other agreements providing for the possession, use or employment of the Charter Vessel or of either of the Collateral Vessels (any agreements relating to the foregoing are referred to hereinafter collectively as "Contracts") and all rights to payment under any of the forgoingforegoing, whether for hire, indemnity, damages or otherwise.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security d. Grantor's interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets all sums otherwise earned or to be earned of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any either of the Collateral Vessels or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerCharter Vessel.
Appears in 1 contract
Security Interest. A. Borrower grants To secure the prompt payment or performance in full when due, whether by lapse of time, acceleration or otherwise, of the Club Trust Secured Obligations and, without duplication and subject to Crestmark the restrictions on cross-collateralization contained in the Transaction Documents (including Section 2.12(d) of the Club Trust Credit Agreement), Secured Obligations attributable to the Indians Club Trust, the Indians Club Trust hereby assigns and pledges to the MLB Trust and hereby Grants to the MLB Trust a security interest in and a right to setoff against (and only against the above-described obligations of such Club Trust), and acknowledges and agrees that the MLB Trust (and, with respect to rights of setoff, each of the Banks under the MLB Credit Agreement) has and shall continue to have a continuing security interest in and a right of setoff against, any and all right, title and interest of its assetsthe Indians Club Trust, whether now existing or hereafter acquired or arising, wherever located including in (all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, of which are herein called the "Club Trust Collateral"):
(i) the Rights and Revenues transferred and assigned to the Indians Club Trust by its related Participating Club pursuant to the Transfer Agreement;
(ii) amounts on deposit from time to time in the Collection Account and the Debt Service Account attributable to the Indians Club Trust;
(iii) the Club Trust Assigned Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture ;
(iv) any and fixtures, books and records and supporting obligations for any all other assets of the foregoing, and all Proceeds of the foregoing Indians Club Trust (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or excluding amounts on deposit in the Lockbox Indians Club Trust Distribution Account); and
(v) all products and the proceeds of the foregoing items. All capitalized terms used The Indians Club Trust acknowledges and agrees that, in this Section 8A which are not otherwise defined shall have applying the meanings assigned to them in law of any jurisdiction that has heretofore enacted or hereafter enacts all or substantially all of the uniform revisions of Article 8 of the Uniform Commercial Code Code, with new provisions added to Article 9 as adopted contemplated by such revision, all as approved in 1994 by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, the foregoing definitions of Collateral and Pledged Collateral shall be deemed to include "investment property", as applicable, as defined in such new provisions of Article 9, it being the intent of the Indians Club Trust and the MLB Trust that such property be included in the State foregoing definition of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing whether prior to or after the Collateral as "All assets effectiveness of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationssuch revision in any such jurisdiction.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Pledge and Security Agreement (Cleveland Indians Baseball Co Inc)
Security Interest. A. Borrower grants (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 Crestmark be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its assetsSeller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including is hereinafter referred to as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all Accountsrights 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, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for instruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise “money” as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include relating to or constituting any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Base Indenture and the Series ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Supplement); and
(v) any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all replacements, substitutions, distributions on or proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of foregoing.
(b) [Reserved].
(c) Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral (i) as "All assets of the DebtorClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and hereafter arising(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, wherever located“Additional Repurchase Assets," or similar terms” and collectively with the Primary Repurchase Assets and the Repurchase Rights, as well as UCC-3 amendments as may be required from time the “Repurchase Assets”) to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of secure the Obligations.
C. The Security Interest gives Crestmark rights with respect (d) Seller hereby delivers an irrevocable instruction to the Collateral buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and the Security Interest instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and this Agreement imposes duties upon Borrower which relate (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the Collateralextent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. Some In furtherance of the rights foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and duties are: 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 right of Crestmark at any time after a Default that is not cured within Note identified on the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account DebtorsAsset Schedule; (ii) Borrower, after a default which is not cured within all rights to reimbursement or payment of the applicable cure period, must cooperate with Crestmark Note and/or amounts due in obtaining control of any Collateral in respect thereof under the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entriesNote identified on the Asset Schedule; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of businessall records, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and instruments or other assets between its business locations, Borrower shall not sell or transfer documentation evidencing any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; foregoing and (iv) Borrower must notify Crestmark immediately any and all replacements, substitutions, distributions on or proceeds of any and all 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 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 outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the 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 it knows that the Buyer or the other buyer thereunder is no longer CSFB, CSCIB, or any Account Debtor disputes an Account whether Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to constitute a security agreement or not such disputes are deemed valid by Borrowerother 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 Bankruptcy Code.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. A. Borrower (a) Each of the 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 (the "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, 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 any Mortgage Asset, all servicing fees to which such the applicable Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to 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 Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments" and "investment property" as defined in the UCC 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) The Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to the applicable Seller 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 loans and as security for the performance by each Seller of all of such Seller's obligations to Buyer hereunder and the Transactions entered into hereunder ("Repurchase Obligations") and Seller-Related Obligations, each Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Purchased Items and the Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, including without limitation the repayment of all amounts owing to Buyer hereunder. Each Seller agrees to ▇▇▇▇ its computer records and files to the extent practicable to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of each Seller now existing or hereafter arisingexisting under this Agreement, wherever located including including, without limitation, each Seller's obligation to repurchase Purchased Assets, or if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all Accountsother amounts owing to Buyer hereunder.
(c) Pursuant to the Custodial Agreement, Goodsthe Custodian shall hold the Mortgage Asset Files as exclusive bailee and agent for Buyer pursuant to the terms of the Custodial Agreement and shall deliver to Buyer Trust Receipts each to the effect that the Custodian has reviewed such Mortgage Asset Files in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Asset Files as so reviewed.
(d) With respect to any portion of the Purchased Items which consist of "securities" or "security entitlements" (as defined in the UCC), Inventory(x) in the case of any security represented by a "security certificate" (within the meaning of the UCC), Equipmentthe Custodian shall hold such security certificate, Chattel Paperregistered in the name of the Custodian or indorsed to the Custodian in blank (in the case of a security in "registered form" (within the meaning of the UCC)) and (y) in the case of a security entitlement, Instrumentscause the relevant "securities intermediary" (as defined in the UCC) to indicate by book-entry the credit thereof to a "securities account" (as defined in the UCC), Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture as to which the Custodian is the "entitlement holder" (as defined in the UCC).
(e) In addition to and fixtures, books and records and supporting obligations for any without limiting the generality of the foregoing, and all Proceeds of the foregoing (the "Collateral"), each Seller hereby grants to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark each Interest Rate Protection Agreement relating to searching, filing or protecting the Security Interest are part of the Obligationsany Purchased Assets.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Gramercy Capital Corp)
Security Interest. A. Borrower grants Although Amerihome intends that all Transactions under the Repurchase Agreement be sales and purchases and not loans, in the event any such Transactions are deemed to Crestmark be loans, Amerihome shall be deemed to have pledged, and hereby does pledge, to Buyer as security for the performance by Amerihome of its obligations under each such Transaction, and all of Amerihome payment and performance obligations under the Transaction Documents, and shall be deemed to have granted, and hereby does grant, to Buyer a security interest in in, all of its assets, Amerihome’s now existing or hereafter arisingacquired or arising right, wherever located including title and interest in, to and under the Purchased Eligible Loans with respect to all AccountsTransactions under the Repurchase Agreement and all related (i) loan documents, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books files and records and supporting obligations for any of the foregoingmortgagee for such Mortgage Loan, (ii) Income, any prepayments, insurance and other proceeds, (iii) Servicing Rights and other rights to service or subservice such Mortgage Loan and the proceeds thereof, and all Proceeds (iv) other rights, interests, benefits, security, proceeds, remedies, claims and covenants of the foregoing lender or mortgagee arising from or in connection with such Mortgage Loan. In connection with such security interest, Amerihome hereby authorizes Buyer to file any financing or continuation statement under the applicable Uniform Commercial Code (without the "Collateral"signature of Amerihome) as Buyer may deem appropriate, and appoints Buyer as Amerihome’s attorney-in-fact in accordance with Paragraph 17 of the Repurchase Agreement to (a) authenticate any such financing statement or statements in Amerihome name and (b) take such other actions as Buyer deems necessary or appropriate to perfect and continue the security interest granted hereby and to protect, preserve and realize upon the same (provided that Buyer will provide Amerihome with notice of Buyer’s exercise of this power of attorney within five (5) Business Days after the exercise thereof). Amerihome hereby covenants, jointly and severally, to secure repayment pay all customary fees and expenses associated with perfecting such security interest including, without limitation, the cost of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in filing financing and continuation statements under the Uniform Commercial Code and recording assignments of mortgage as adopted and when required by Buyer in the State of Michigan (the "UCC")its sole discretion. Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedThis Paragraph shall constitute a security agreement, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark Buyer shall have all of the rights of a secured party under applicable law, and Amerihome represents and warrants as to itself that each remittance of amounts by Amerihome to Buyer under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest Repurchase Agreement will have been (x) in the Collateral, including payment of a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced debt incurred by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory Amerihome in the ordinary course of business, (II) provide samples business or financial affairs of its products to customers on a trial basis, Amerihome and (IIIy) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest made in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all ordinary course of its obligations with respect to the Collateral such as the recognition business or financial affairs of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerAmerihome.
Appears in 1 contract
Sources: Master Repurchase Agreement and Pledge Agreement (Impac Mortgage Holdings Inc)
Security Interest. A. As further security for the Loan, Borrower grants shall, and shall cause its Subsidiaries to, execute and deliver to Crestmark Lender, on or before the date hereof, an amendment to the security agreement, dated April 14, 1998 (as amended, the "Security Agreement"), in form and substance satisfactory to Lender, pursuant to which Borrower and its Subsidiaries grant to Lender a security interest in substantially all of their personal property (other than equipment leased to Borrower and its assetsSubsidiaries and any leases which by their terms prohibit the grant of security interests in, now existing or hereafter arisingassignments of, wherever located including all AccountsBorrower or the Subsidiaries' leasehold interest therein) as collateral security for their obligations under the Guaranty and for Borrower's obligations hereunder and under the Note. The Security Interests granted pursuant to this amendment shall be subordinate to the security interest securing the Prior Loans. In addition, GoodsBorrower shall cause I-Link to execute and deliver to Lender, Inventoryon or before the Closing Date, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture a patent assignment in form and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing substance satisfactory to Lender (the "CollateralPatent Assignment"), pursuant to secure repayment of which I-Link collaterally assigns to Lender as security for I-Link's obligations under the Obligations (Guaranty and Borrower's obligations hereunder and under the Note its interest in all patent applications it has filed with the United States Patent and Trademark Office, including without limitation Patent Application No. 08/599,238 filed February 9, 1996 and entitled "Security Interest")Voice Internet Transmission System" and Patent Application No. The Collateral also includes all monies on deposit with Crestmark08/585,628 filed January 16, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered1996, and all proceeds of any of the forgoingentitle "Facsimile Internet Transmission System.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Loan Agreement (I Link Inc)
Security Interest. A. Borrower (a) Each of the 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 (but not the obligations thereunder), all Interest Rate Protection Agreements, 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 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 any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the 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 other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to 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 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 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, each of NCCC, NCRC, NCMC, New Century and Home123 hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Purchased Items and Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, including without 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, NCMC, New Century and Home123 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, NCMC, New Century and Home123 agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now existing or hereafter arisingexisting under this Agreement, wherever located including all Accountsincluding, Goodswithout limitation, InventorySeller’s obligation to repurchase Purchased Assets, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral")or if such obligation is so recharacterized as a loan, to secure repayment of repay such loan, for the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned Repurchase Price and to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include pay any and all other forms amounts owing to Buyer hereunder.
(c) Pursuant to the Custodial and Disbursement Agreement, Custodian shall hold the Mortgage Files as exclusive bailee and agent for Buyer pursuant to the terms of obligations now owed or hereafter arising or acquired the Custodial and Disbursement Agreement and shall deliver to Buyer Trust Receipts each to the effect that Custodian has reviewed such Mortgage Files in the manner and to the extent required by the Borrower evidencing Custodial and Disbursement Agreement and identifying any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingdeficiencies in such Mortgage Files as so reviewed.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. A. Borrower (a) Buyer and Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Mortgage Loans and not loans from Buyer to the applicable Seller secured by the Purchased Mortgage Loans. 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 loans, and as security for the performance by each Seller of all of its obligations to Buyer under, this Agreement, the other Facility Documents and the Transactions entered into pursuant to this Agreement, each Seller grants to Crestmark Buyer a security interest in and to such Seller's right, title and interest in the Purchased Mortgage Loans, Servicing Records, purchase commitments, insurance and guarantees relating to the Purchased Mortgage Loans, Mortgage Notes, Mortgages, Income, any and all of its assets▇▇▇▇▇▇, now existing any and all Servicing Agreements and any Backup Collection Account and, to the extent permitted by law, any Backup Escrow Account, and any other general intangibles, instruments, supporting obligations, and other assets relating to the Purchased Mortgage Loans or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture any interest in the Purchased Mortgage Loans and fixtures, books and records and supporting obligations for any the servicing of the foregoing, Purchased Mortgage Loans and any and all Proceeds replacements or substitutions for, distributions on or proceeds of any and all of the foregoing (collectively, and together with all other property or interests in which either Seller grants a security interest to Buyer under the Facility Documents, the "Collateral"), to secure repayment of the Obligations .
("Security Interest"). The Collateral also includes b) Sellers shall pay all monies on deposit fees and expenses associated with Crestmark, or on deposit perfecting and maintaining Buyer's security interest (and ownership interest) in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have Collateral (including the meanings assigned to them in cost of filing financing statements under the Uniform Commercial Code and recording assignments of Mortgage, as adopted and when required by Buyer in the State of Michigan (the "UCC"its discretion). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark Sellers shall take such further actions as are necessary in order to perfect its Buyer's first priority security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsany ▇▇▇▇▇▇.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. A. Borrower (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 to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Crestmark Buyer a first priority security interest in all of its assetsSeller’s right, title and interest in and to the following (collectively, the “Repurchase Assets”):
(i) all of the Purchased Assets (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Assets) and related Servicing Rights;
(ii) all Income from the Purchased Assets;
(iii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Eligible Property;
(iv) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and 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 arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of created.
(b) With respect to the foregoingsecurity interest in the Repurchase Assets granted in Section 6(a) hereof, and all Proceeds of with respect to the foregoing (the "Collateral"security interests granted in Sections 6(c) and 6(d), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Buyer shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party Secured Creditor under the UCCUCC and any other applicable law and, during the continuance of an Event of Default, may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of Seller under the Transaction Documents. Borrower grants Crestmark In furtherance of the authority foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to file all appropriate documentation for Crestmark be filed as a protective filing with respect to perfect its the ▇▇▇▇▇▇▇▇▇▇ Assets and as a UCC filing with respect to the security interest 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 Collateralfiling office indicated therein), including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments in such locations as may be required 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 (including, without limitation, by causing to be filed any amendments necessary to add or delete Repurchase Assets covered by the financing 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. All expenses of Crestmark relating , at its own expense, deliver and cause to searchingbe duly filed all such further filings, filing instruments and documents and take all such further actions as may be necessary or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights desirable or as may be requested by Buyer with respect to the Collateral perfection and priority of the outright transfer of the Purchased Assets and the Security Interest security interest granted hereunder in the Repurchase Assets and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right remedies of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations Buyer with respect to the Collateral such as Repurchase Assets (including under Section 22 of this Agreement) (including the recognition payments of any warranties fees and Taxes required in inventory sold connection with the execution and Crestmark is under no responsibility delivery of this Agreement).
(c) Seller hereby pledges to perform any Buyer as security for the performance by Seller of the obligations Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Borrower; 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 proceeds thereof. 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).
(ivd) Borrower must notify Crestmark immediately if it knows that 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 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.
(e) In connection with the repurchase by Seller of any Account Debtor disputes an Account whether or not Purchased Asset in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer will deliver to Seller, at Seller’s expense, such disputes are deemed valid documents and instruments as may be reasonably necessary and requested by BorrowerSeller to reconvey such Purchased Asset and any Income related thereto to Seller.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (Resource Capital Corp.)
Security Interest. A. Borrower (a) In the event, for any reason, any transfer of title to Loans and purchase of Participation Interests hereunder is construed by any court or regulatory authority as a loan rather than as a purchase, the Sponsor and the Eligible Lender Trustee (if applicable) hereby grants to Crestmark the Custodian, and the Custodian hereby assigns the same to the Department, as security for the repayment of such loan and the performance of all other obligations of the Sponsor hereunder, a first priority security interest in all of its assetstheir respective rights, title and interest in and to the following property, whether now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture acquired: (i) the Purchased Eligible Loans; (ii) Collections and fixtures, books and records and supporting obligations for funds to be collected with respect to such Purchased Eligible Loans; (iii) any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit in accounts established hereunder (including the Collection Account), (iv) all proceeds thereon and related thereto, and (v) all related tangible and intangible rights and security with Crestmarkrespect thereto (collectively, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"“Collateral”). Without limiting Subject to Section 15(f), the forgoing, "Accounts" will also mean lien on such Collateral granted hereunder shall be deemed to be released with respect to any Purchased Eligible Loan by Custodian and include any and all other forms the Department upon the Sponsor’s remittance of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedRedemption Payment with respect to such Loan to the Department in accordance with Section 15 hereto, and the release of such Loan from the related Class A Participation Interest. The Department has the right to take all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority steps necessary to file all appropriate documentation for Crestmark to perfect its security interest ensure perfection and priority in the Collateral, including a UCC-1 filing one or more Uniform Commercial Code financing statement listing statements with the Collateral as "All assets applicable filing office.
(b) Each of the DebtorSponsor, now existing the Eligible Lender Trustee (if applicable) and hereafter arisingthe Custodian hereby authorize the Department, wherever located," at the Sponsor’s expense, to perform all acts which the Department deems appropriate to protect, preserve and realize upon the Purchased Eligible Loans, including, but not limited to, the right to take possession of and endorse and collect any checks, drafts, notes, acceptances or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses other instruments for the payment of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights moneys due with respect to any Promissory Note, complete blanks in documents, transfer servicing and execute assignments and other instruments on behalf of the Collateral Sponsor as its attorney in fact. This power of attorney is coupled with an interest and is irrevocable without Department’s consent.
(c) This Master Participation Agreement creates a valid and continuing interest (as defined in the Security Interest applicable Uniform Commercial Code) in the Purchased Eligible Loans in favor of the Department, which security interest is prior to all other liens, charges, security interests, mortgages or other encumbrances, and this Agreement imposes duties upon Borrower which relate is enforceable as such as against creditors of and purchasers from the Sponsor. Pursuant to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after Higher Education Act, a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in student loans is perfected in the Collateral, except same manner as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to “accounts” within the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any meaning of the obligations applicable Uniform Commercial Code. This Master Participation Agreement constitutes a “financing statement” and a “security agreement” under Article 9 of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthe applicable Uniform Commercial Code.
Appears in 1 contract
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the due and prompt repayment and performance of any and all of its assetsthe Working Capital Advances and the performance of all other obligations and covenants of Borrower and Affiliated Guarantors hereunder, certain or contingent, now existing or hereafter arising, wherever located including which are now, or may at any time or times hereafter be owing by Borrower or Affiliated Guarantors, Borrower and each Affiliated Guarantor hereby pledges and assigns to Lender and gives Lender a continuing security interest in and general Lien upon and right of set-off against, all Accountsright, Goodstitle and interest of Borrower or Affiliated Guarantor in and to the Collateral, Inventorywhether now owned or hereafter acquired by Borrower or Affiliated Guarantor, Equipmentand all proceeds and products derived therefrom.
(b) Except as herein or by applicable law otherwise expressly provided, Chattel PaperLender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for to take any steps necessary to preserve any rights in any of the foregoingCollateral or to preserve any rights therein against prior parties, and Borrower or each Affiliated Guarantor agrees to take such steps. In any case Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower and each Affiliated Guarantor may have reasonably requested Lender to take and Lender's omission to take any action not requested by Borrower or an Affiliated Guarantor shall not be deemed a failure to exercise reasonable care. In no event, however, shall Lender be obligated to take any actions requested of it. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Borrower and each Affiliated Guarantor shall waive or affect any security interest in or Lien against other items of Collateral or any of Lender's options, powers or rights under this Agreement or otherwise arising.
(c) Upon the occurrence and continuation of an Event of Default, Lender may at any time and from time to time, with or without notice to any Borrower or an Affiliated Guarantor, (i) transfer into the name of Lender or the name of Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Lender of any amounts due or to become due thereon and (iii) receive and after a Default or Event of Default direct the disposition of any proceeds of any Collateral.
(d) Borrower and each Affiliated Guarantor authorizes Lender at Borrower's expense to file any financing statements relating to the Collateral and such other documents that are required for filing with the United States Patent and Trademark Office in order to perfect Lender's security interest (without Borrower's or Affiliated Guarantor's signatures thereon) which Lender deems appropriate and Borrower and each Affiliated Guarantor irrevocably appoints Lender as its attorney-in-fact to execute any such financing statements, documents and/or control agreements in their name and to perform all Proceeds other acts, at their expense, which Lender deems appropriate to perfect and to continue perfection of the security interest of Lender. Borrower and each Affiliated Guarantor hereby appoints Lender as its attorney-in-fact to endorse, present and collect on its behalf and in its name any draft, checks or other documents necessary or desirable to collect any amounts which they may be owed. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Working Capital Advances; and thirdly, to the principal amount of the Working Capital Advances. If any deficiency shall arise, Borrower and the Affiliated Guarantor shall remain jointly and severally liable to Lender therefor.
(e) Borrower and each Affiliated Guarantor authorizes Lender without affecting their joint and several obligations hereunder from time to time (i) to take from any party and hold additional Collateral or guaranties for the payment of the Working Capital Advances or any part thereof, and to exchange, enforce or release such collateral or guaranty of payment of the Working Capital Advances or any part thereof and to release or substitute any endorser or guarantor or any party who has given any security interest in any collateral as security for the payment of the Working Capital Advances or any part thereof or any party in any way obligated to pay the Indebtedness or any part thereof; and (ii) upon the occurrence of any Event of Default to direct the manner of the disposition of the Collateral and the enforcement of any endorsements, guaranties, letters of credit or other security relating to the Indebtedness or any part thereof as Lender in its sole discretion may determine.
(f) Upon the occurrence and continuation of an Event of Default, Lender may notify any Account Debtor of Lender's security interest and may direct such Account Debtor to make payment directly to Lender for application against the Working Capital Advances. Any such payments received by or on behalf of Borrower at any time, whether before or after an Event of Default, shall be the property of Lender, shall be held in trust for Lender and not commingled with any other assets of any Person. Lender shall have the right to apply any proceeds of Collateral to such of the Working Capital Advances as it may determine.
(g) Borrower and each Affiliated Guarantor hereby waives any right it may have to require marshaling of its assets.
(h) Borrower and each Affiliated Guarantor will cooperate with Lender in obtaining control of, or control agreements with respect to, Collateral for which control or a control agreement is required for perfection of the Lender's security interest.
(i) For purposes of this Loan Agreement "Collateral" means the following property of Borrower and each Affiliate Guarantor, wherever located and whether now owned by any Borrower or hereafter acquired: (a) all Inventory; (b) all General Intangibles; (c) all Accounts and Chattel Paper and any other instrument or intangible representing payment for goods or services; (d) all Equipment (other than Equipment subject to a Permitted Lien); (e) all Investment Property; (f) all shares of stock that Borrower holds in the Affiliate Guarantors (subject to the prior pledging thereof to the Bank): and (g) all parts, replacements, substitutions, profits, products and cash and non-cash proceeds of any of the foregoing (the "Collateral"), including insurance proceeds payable by reason of loss or damage thereto) in any form and wherever located. Collateral shall include all written or electronically recorded books and records relating to secure repayment of the Obligations ("Security Interest")any such Collateral and other rights relating thereto. The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined above shall have the meanings assigned to them in thereto under the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingGeorgia.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower For valued consideration, Seller hereby grants to Crestmark Broker a security interest in all of its Seller’s personal property used in the Business to secure payment of Broker’s Commission due under this Listing Agreement. Seller’s personal property includes, but is not limited to: (a) all of the assets, of any type, owned by Seller which are used in the Business, (b) all materials, equipment, and furniture of every description or useful in the conduct of Seller’s Business, now or hereafter existing or acquired, and all parts, accessories now or hereafter arisingaffixed thereto if used in connection therewith, wherever located including and all Accountsinventory of Seller of every description, Goodswhether now or hereafter existing or acquired (said materials, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer listsequipment, furniture and fixturesinventory hereinafter referred to as “Goods”); (iii) all accounts receivable and contract rights of Seller, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed or hereafter arising existing or acquired by the Borrower acquired, evidencing any obligation to Seller for the payment for goods of any kind, nature, or description Goods sold or leased or services rendered, rendered and all proceeds interest of Seller in any Goods the sale or lease of which shall have given or shall give rise to any of the forgoing.
B. Borrower gives Crestmark foregoing (said accounts receivable and contract rights hereinafter collectively referred to as “Accounts”); (iv) intangibles of any nature, now or hereafter owned or acquired by Seller; (vi) together with all substitutions, replacements, additions and accessions thereto, and any proceeds of the rights foregoing (hereinafter referred to as "Collateral"). Seller hereby authorizes Broker to publicly record such UCC or other applicable financing statements as shall be required to publicly evidence of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateralcreated hereunder. In addition, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required ▇▇▇▇▇▇ agrees from time to time. All expenses , on request of Crestmark relating ▇▇▇▇▇▇, to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, execute such as Account Debtors financing statement and other debtorsdocuments and do such other acts and things, of Crestmark's Security Interest. Borrower understands that Crestmark all as the Broker may verify Accounts with the Account Debtors; (ii) Borrower, after request in order to establish and maintain a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, valid security title and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerSeller’s personal property.
Appears in 1 contract
Sources: Exclusive Listing Agreement
Security Interest. A. Borrower 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 assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to Crestmark the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in in, all of its assetsthe Seller’s right, title and interest in and to (i) the Originator Purchase Agreement, the EDS Contribution Agreement and the Undertaking (Originator), including, without limitation, (A) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (B) 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 Originator Purchase Agreement or the Undertaking (Originator), (C) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (D) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, the EDS Contribution Agreement or the Undertaking (Originator), and (E) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (ii) all Receivables, whether now owned and existing or hereafter acquired or arising, wherever located the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for undivided interests in any of the foregoing, owned by the Seller and all Proceeds of not otherwise purchased under this Agreement, (iii) the foregoing Lock-Box Accounts (but not cash collections or other cash proceeds received with respect to Third Party Payments or other Receivables not constituting Pool Receivables) and (iv) to the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit extent not included in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCCforegoing. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets Each of the DebtorAgent, now existing the Investors and hereafter arisingthe Banks hereby disclaims any interest or right in, wherever located," and hereby releases from any Adverse Claim it may have, any or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part all of the Obligations.
C. The Security Interest gives Crestmark rights with respect items, collections and funds received in, deposited in or credited to any Lock-Box Account that are not related to any of the Collateral Pool Receivables, which property shall be and remain the exclusive property of EDS, EIS or any Person to which EDS or EIS has assigned the right to receive such items, collections and funds, and none of the Agent, the Investors, the Banks and any Person claiming by, through or under any of the Agent, the Investors and the Security Interest and this Agreement imposes duties upon Borrower which relate to the CollateralBanks shall have any equitable or beneficial ownership or other interest therein. Some Each of the rights Agent, the Investors and duties are: the Banks agrees that (ix) if the right Collection Agent is EIS or any Affiliate of Crestmark at EIS, the Collection Agent shall, within one Business Day after the collection of good funds as to any time after a Default item or collection deposited in or credited to any Lock-Box Account that is not cured within the applicable cure period related to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basisPool Receivable, and (IIIy) move its inventoryif the Agent shall have given a Lock-Box Notice or similar notice of effectiveness (as defined in the pertinent Lock-Box Agreement) to any Lock-Box Bank, equipmentthe Agent as to each Lock-Box Account as to which a Lock-Box Notice or similar notice has been given, shall within one Business Day after the later of (1) the collection of good funds as to any items or collections deposited in or credited to any Lock-Box Account that are not related to any Pool Receivable and (2) the identification to the Agent’s satisfaction that such items or collections are not related to any Pool Receivable (EDS and EIS agreeing to provide the Agent with sufficient information to make such identification), deliver and transfer such funds deposited in or credited to the Lock-Box Accounts that are not related to any Pool Receivable to EIS or to such other assets between its business locations, Borrower shall Person having an interest in such funds as EIS may direct. The Agent agrees to instruct any Collection Agent that is not sell EIS or transfer any another Affiliate of EDS to make such deliveries and payments in accordance with clause (y) of the Collateral preceding sentence. EDS and EIS agree that they shall have no legal or grant equitable rights or interests in any other security interest item received or deposited in the Collateralany Lock-Box Account in respect of payment of any Pool Receivable or any Collections deposited in or credited to any Lock-Box Account and that, except as Crestmark may specifically agree to if they receive any such items or are paid any such Collections, upon becoming aware of such improper delivery or payment, they will promptly (and in writing. Borrower remains liable to perform all of its obligations with respect any event within two Business Days) remit such items or Collections to the Collateral such as Collection Agent or, if no Collection then exists, the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerAgent.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Electronic Data Systems Corp /De/)
Security Interest. A. Borrower (a) Each of the 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 (the “Purchased Items”): all Mortgage Assets, all mortgage asset files, including without limitation all promissory notes, all servicing records relating to the Mortgage Assets, all servicing agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, 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 any Mortgage Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Assets, all servicer accounts established pursuant to any servicing agreement and all amounts on deposit therein, from time to time, the Control Account and all monies from time to time on deposit in the Control Accounts, all Interest Rate Protection Agreements, if any, 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 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 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, Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Purchased Items and the Purchased Assets to Buyer to secure the Repurchase Obligations and the Seller-Related Obligations, including without limitation the repayment of all amounts owing to Buyer hereunder. The assignment, pledge and grant of security interest contained herein shall be, and Seller hereby represents and warrants to Buyer that it is, a first priority perfected security interest. Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now existing or hereafter arisingexisting under this Agreement, wherever located including all Accountsincluding, Goodswithout limitation, InventorySeller’s obligation to repurchase Purchased Assets, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral")or if such obligation is so recharacterized as a loan, to secure repayment of repay such loan, for the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned Repurchase Price and to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include pay any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingamounts owing to Buyer hereunder.
B. Borrower gives Crestmark (c) Unless an Event of Default shall have occurred and be continuing and the, the Seller shall be permitted to make all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing servicing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other decisions with respect to the Collateral and Purchased Assets; provided, however, that no action shall be taken which would impair the Security Interest and Purchased Items or which would be inconsistent with or result in any violation of any provision of this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at or any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerrelated documents.
Appears in 1 contract
Security Interest. A. Borrower grants On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to Crestmark which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of -27- LEGAL02/41080625v5 LEGAL02/41080625v8 its Obligations, Seller hereby pledges to Buyer, as agent for Buyer, and hereby grants, assigns and pledges to Buyer, a fully perfected first priority security interest in all of its assetsthe Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter arising, created and wherever located including (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, specifically identified Commercial Tort Claimsincluding, Documentsbut not limited to, Deposit Accountsany payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, Letter deposit accounts (including any interest of Credit RightsSeller in escrow accounts), General Intangiblespayments, Contract Rightsrights to payment (including payments of interest or finance charges), customer listsand general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, furniture without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) Reserved
(xvi) any and fixturesall replacements or substitutions for, books proceeds (including the related securitization proceeds) of, and records and supporting obligations for distributions on or with respect to any of the foregoing;
(xvii) the Reserve Amount and the Reserve Account; and
(xviii) any other property, and all Proceeds of the foregoing (the "Collateral")rights, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies title or interests as are specified on deposit with Crestmark, or on deposit a Mortgage Loan Schedule and/or Transaction Request and/or in the Lockbox AccountWarehouse Electronic System. All capitalized terms used in this Section 8A which are not otherwise defined shall have Seller acknowledges that it has no rights to service the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC")Purchased Mortgage Loans. Without limiting the forgoing, "Accounts" will also mean generality of the foregoing and include in the event that Seller is deemed to retain any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedresidual Servicing Rights, and all proceeds for the avoidance of any of the forgoing.
B. Borrower gives Crestmark all of the rights of doubt, Seller grants, assigns and pledges to Buyer, a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtorwhether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the -28- LEGAL02/41080625v5 LEGAL02/41080625v8 Agreement and hereafter arising, wherever located," Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark statements relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Repurchase Assets and the Security Interest and Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerSection 8.
Appears in 1 contract
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Indebtedness and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkwhich are now, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned may at any time or times hereafter be owing by Borrower to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingBank, "Accounts" will also mean Borrower hereby pledges to Bank and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of Bank a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of Borrower in and to the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, whether now existing and owned or hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsacquired by Borrower.
C. The Security Interest gives Crestmark rights (b) Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any other rights therein against prior parties, and Borrower agrees to take such steps reasonably requested. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and Bank's omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising.
(c) If an Event of Default shall occur and be continuing, Bank may, with or without notice to Borrower, (i) transfer into the name of Bank or the name of Bank's nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerother obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Pra International Inc)
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including which are now, or may at any time or times hereafter be owing by the Borrower to the Bank, the Borrower hereby pledges to the Bank and gives the Bank a continuing and general Lien upon and right of set-off against, all Accountsright, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture title and fixtures, books and records and supporting obligations for any interest of the foregoingBorrower in and to the Collateral, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed owned or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingBorrower.
B. Borrower gives Crestmark all (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest care in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any rights therein against prior parties, and the Borrower agrees to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of collateral against any liability of the Borrower shall waive or affect any Lien against other security interest in items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising.
(c) The Bank may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerother obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Sources: Credit and Security Agreement (Prestige Cosmetics Corp)
Security Interest. A. Borrower Buyer hereby grants to Crestmark a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral")Seller, to secure repayment all of Buyer's liabilities hereunder and under the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with CrestmarkPurchase and License Agreement, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in a first and prior security interest under the Uniform Commercial Code Code, as adopted in the State of Michigan Florida (the "UCC"). Without limiting , in (i) all of the forgoingPurchased Assets, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and (ii) all proceeds of any the Purchased Assets, and (iii) all products of the forgoing.
B. Borrower gives Crestmark all of Purchased Assets (collectively, the rights of a secured party "Collateral"). So long as any liability to Seller is outstanding hereunder or under the UCC. Borrower grants Crestmark Purchase and License Agreement, Buyer will not, without the authority prior written consent of Seller, which may be withheld in its sole discretion, permit any lien or encumbrance to file all appropriate documentation for Crestmark attach to perfect its security interest in the Collateral, including a UCC-1 or any levy to be made thereon, or any financing statement listing (except Seller's statement) to be on file with respect thereto. Buyer represents that the location where the Collateral as "All assets will be kept is 1070 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇yer will keep the Collateral, to the extent applicable, in good condition and repair, reasonable wear and tear excepted, and will keep the Collateral insured for the benefit of the DebtorSeller (to which loss shall be payable) in such amounts, now existing with such companies and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments against such risks as may be required satisfactory to Seller, pay the cost of insurance and deliver certificates evidencing such insurance to Seller. Buyer hereby assigns to Seller all right to receive the proceeds of such insurance. Buyer will, upon Seller's request, join with Seller in executing a financing statement, in form satisfactory to Seller, and such continuation statements and other instruments as Seller may from time to timetime request and pay the cost of filing the same in any public office deemed advisable by Seller. All expenses of Crestmark relating to searchingSeller may, filing or protecting upon reasonable notice, inspect and check the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Inventory, Vendor Tooling and the Security Interest and this Agreement imposes duties upon Borrower which relate to the CollateralTest Equipment. Some of the rights and duties are: (i) the right of Crestmark If at any time after a Default that is not cured within time, Buyer fails to pay any amount due to Seller hereunder or under the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.Purchase and
Appears in 1 contract
Security Interest. A. As security for the Obligations (as hereinafter defined), Borrower hereby grants and assigns to Crestmark Lender as of the date of this Agreement a security interest in all of its assetsBorrower's right, now existing or hereafter arisingtitle and interest in and to the following (collectively, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "CollateralCOLLATERAL")): (a) all tangible and intangible personal property, to secure repayment of furnishings, fixtures and equipment now owned by Borrower or which Borrower may hereafter acquire, including without limitation any such personal property, furnishings, fixtures and equipment located at the Obligations Property; and ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and b) all proceeds of any sale or disposition of the forgoing.
B. Borrower gives Crestmark all or any portion of the such personal property, furnishings, fixtures and equipment, whether in cash or notes or any other non-cash items, including, without limitation, (i) all rights of a secured party Borrower to receive moneys due and to become due under the UCC. Borrower grants Crestmark the authority or pursuant to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing (ii) all rights of Borrower to receive the Collateral as "All assets return of the Debtorany premiums for, now existing and hereafter arisingor proceeds of, wherever located," any insurance, indemnity, warranty or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights guaranty with respect to the Collateral and the Security Interest and this Agreement imposes duties upon or to receive any condemnation proceeds, (iii) all claims of Borrower which relate to the Collateral. Some for damages arising out of, or for breach of or default under, any agreements constituting part of the Collateral or any other Collateral, (iv) all rights and duties are: (i) of Borrower to terminate, amend, supplement, modify or waive performance under the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any agreements constituting part of the Collateral, such as Account Debtors to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, and (v) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. The Collateral includes, but is not limited to, all of Borrower's right, title and interest in and to the following:
(A) all of Borrower's personal property, goods, equipment, supplies, building and other debtorsmaterials of every nature whatsoever and all other personal property, including, but not limited to, all computer equipment, calculators, adding machines and any other electronic equipment of Crestmarkevery nature used by Borrower;
(B) all of Borrower's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) accounts and accounts receivable, including, without limitation, all rights to payment for goods sold or leased or for services rendered which are not evidenced by an instrument or chattel paper, all other present or future rights for money due or to become due, all of Borrower's chattel paper, after a default which is not cured within the applicable cure periodinstruments, must cooperate with Crestmark in obtaining control promissory notes, and general intangibles for money due or to become due of any Collateral kind, in the possession each case whether now existing or hereafter arising and wherever arising and whether or not earned by performance, other general intangibles, documents of third personstitle, particularly Collateral consisting of warehouse receipts, leases, deposit accounts, investment propertymoney, letter of credit tax refund claims, indemnification and other similar claims and contract rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of businesspermits and licenses, (II) provide samples of its products to customers on a trial basisfranchises, certificates, stock, and (III) move its inventoryall rights in, equipmentto and under all security agreements, mortgages, deeds of trust, guarantees, leases and other assets between its business locations, Borrower shall not sell agreements or transfer contracts securing or otherwise relating to any of the Collateral foregoing;
(C) all of the trademarks and service marks now held or grant hereafter acquired by Borrower, which are registered in the United States Patent and Trademark Office or in any similar office or agency of the United States or any other security interest country or any state thereof or any political subdivision thereof and any application for such trademarks and service marks, as well as any unregistered marks used by Borrower in the CollateralUnited States or any other country and trade dress including logos, except as Crestmark may specifically agree to designs, trade names, business names, fictitious business names and other business identifiers in writing. Borrower remains liable to perform all of its obligations connection with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform which any of these registered or unregistered marks are used in the obligations United States or any other country ("MARKS"), together with the registration and right to renewals thereof, and the goodwill of the business of Borrower symbolized by the Marks and all licenses associated therewith;
(D) all copyrights which Borrower now or hereafter has registered with the United States Copyright Office or in any similar office or agency of the United States or any other country or any state thereof or any political subdivision thereof, as well as any application for a copyright registration now or hereafter made with the United States Copyright Office or in any similar office or agency of the United States or any other country or any state thereof or any political subdivision thereof by Borrower or patent to which Borrower now or hereafter has title and any divisions or continuations thereof, as well as any application for a patent now or hereafter made by Borrower, and all reissues, renewals or extension thereof; and
(E) all computer programs of Borrower and all intellectual property rights therein and all other proprietary information of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or , including, but not such disputes are deemed valid by Borrowerlimited to, trade secrets.
Appears in 1 contract
Sources: Security Agreement (Hi/Fn Inc)
Security Interest. A. Borrower With respect to the Note, the parties agree to the following:
(a) The Note shall become payable in full upon the earlier of voluntary or involuntary termination or cessation of employment of Purchaser with the Company for any reason, or the completion of vesting. Purchaser agrees that if a bankruptcy or insolvency proceeding is instituted by or against it, or if a receiver if appointed for the property of Purchaser, or if Purchaser makes an assignment for the benefit of creditors, the entire amount unpaid on the Note shall become immediately due and payable.
(b) Purchaser shall deliver to the Secretary of the Company (hereinafter referred to as the "Pledge Holder") all certificates representing the Shares purchased with the Note and an executed blank assignment separate from certificate in the form attached hereto as Exhibit A-1, for use in transferring all or a portion of said Shares to the Company if, as and when required under this Section 6 or under any other provision of this Agreement.
(c) As security for the payment of the Note and any renewal, extension or modification thereof, Purchaser hereby grants to Crestmark the Company a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books pledges with and records and supporting obligations for any of delivers to the foregoing, and all Proceeds of Company Purchaser's Shares purchased with the foregoing Note (sometimes referred to herein as the "Collateral"). Purchaser shall not sell, to secure repayment withdraw, pledge, substitute or otherwise dispose of all or any part of the Obligations Collateral without the prior written consent of the Company.
("Security Interest")d) In the event of any foreclosure of the security interest, the Company may sell the Collateral at a private sale or may repurchase the Collateral itself. The parties agree that, prior to the establishment of a public market for the Shares of the Company, the securities laws affecting sale of the Shares make a public sale of the Collateral also includes all monies on deposit with Crestmarkcommercially unreasonable. The parties further agree that the repurchasing of said Shares by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares reduced by any limitation on deposit transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws.
(e) In the event of default in payment when due of any indebtedness under Purchaser's Note, or in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned event that Purchaser fails to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of perform any of the forgoing.
B. Borrower gives Crestmark covenants set forth in the Option Agreement or in this Agreement for a period of ten days after written notice thereof from the Company, the Company may elect then, or at any time thereafter, to exercise all of the rights of available to a secured party under the UCCCalifornia Commercial Code including the right to sell the Collateral at a private or public sale or repurchase the Shares as provided above. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest The proceeds of any sale shall be applied in the Collateralfollowing order:
(1) To pay all reasonable expenses of the Company in enforcing this Agreement, including a UCC-1 financing statement listing without limitation reasonable attorney's fees and legal expenses incurred by the Collateral as "All assets Company.
(2) In satisfaction of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsremaining indebtedness under Purchaser's Note.
C. The Security Interest gives Crestmark rights with respect (3) To Purchaser, any remaining proceeds.
(f) Upon full payment by Purchaser of all amounts due on the Note, Pledge Holder shall deliver to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate Purchaser all Shares in Pledge Holder's possession belonging to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basisPurchaser, and (III) move its inventory, equipment, and other assets between its business locations, Borrower Pledge Holder shall not sell or transfer any thereupon be discharged of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree all further obligations hereunder. The Shares purchased for cash shall be delivered to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerPurchaser upon request.
Appears in 1 contract
Security Interest. A. Borrower (a) Purchaser and Seller intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets (other than for U.S. federal, state and local income and franchise Tax purposes more fully described in Article 23(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event that, other than for such Tax purposes, a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller of all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including to Purchaser to secure the payment of the Repurchase Price on all AccountsTransactions to which it is a party and all other amounts owing by it to Purchaser hereunder, Goodsincluding, Inventorywithout limitation, Equipmentamounts owing pursuant to Article 27, Chattel Paperand under the other Transaction Documents (collectively, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, the “Repurchase Obligations”). Seller agrees to ▇▇▇▇ its books and records and supporting obligations for any of to evidence the foregoing, and all Proceeds interests granted to Purchaser hereunder. Without limiting the generality of the foregoing (and for the "Collateral")avoidance of doubt, if any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with CrestmarkPurchaser pursuant to this Agreement, or on deposit that such Mezzanine Loan does not qualify for the safe harbor treatment provided by the Bankruptcy Code, then Seller hereby pledges, assigns and grants to Purchaser as further security for Seller’s obligations to Purchaser hereunder, a continuing first priority security interest in the Lockbox Account. All capitalized terms used in this Section 8A and Lien upon each such Mezzanine Loan which are not otherwise defined constitutes a Purchased Asset hereunder, and Purchaser shall have all the meanings assigned to them in rights and remedies of a “secured party” under the Uniform Commercial Code as adopted in with respect thereto (such pledge, the State of Michigan (the "UCC"“Related Credit Enhancement”). Without limiting the forgoingFor purposes of this Agreement, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the “Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower ” shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Security Interest. A. Borrower grants Buyer and Seller intend that all Transactions hereunder be sales to Crestmark Buyer of the 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 security interest in loan, Seller hereby pledges all of its assetsright, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of the following property, whether now owned or hereafter acquired, now existing or hereafter arising, 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 and the related documents described herein:
(a) the Purchased Assets, including those identified in the Confirmations, Servicing Agreements, Servicing Records, Hedging Transactions, insurance relating to the Purchased Assets, and all Accounts“deposit accounts” (as defined in the UCC, Goodsincluding, Inventorywithout limitation, Equipmentcollection and escrow accounts) relating to the Purchased Assets;
(b) the Collection Account and all monies from time to time on deposit in the Collection Account;
(c) all “general intangibles” (including “payment intangibles”), Chattel Paper“accounts,” “chattel paper,” “documents” and “instruments” as defined in the UCC relating to or constituting any and all of the foregoing;
(d) all “supporting obligations” and “letter of credit rights” as defined in the UCC relating to or constituting any and all of the foregoing;
(e) all replacements, Instrumentssubstitutions or distributions on or proceeds, Investment Propertypayments, specifically identified Commercial Tort ClaimsIncome and profits of, Documentstort claims, Deposit Accountsinsurance claims and other rights to payments, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records (but excluding any financial models or other proprietary information) and supporting obligations for files relating to any and all of any of the foregoing, and ; and
(f) all Proceeds proceeds of the foregoing (foregoing. Buyer’s security interest in the "Collateral"), Collateral shall terminate only upon termination of a Transaction with respect to secure repayment such Collateral under this Agreement and the documents delivered in connection herewith and therewith. For purposes of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in grant of the Lockbox Account. All capitalized terms used in security interest pursuant to this Section 8A which are not otherwise defined 5 of this Agreement, this Agreement shall have the meanings assigned be deemed to them in constitute a security agreement under the Uniform Commercial Code as adopted in the State of Michigan effect in any applicable jurisdiction (the "“UCC"”). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark Buyer shall have all of the rights and may exercise all of the remedies of a secured party creditor under the UCCUCC and the other laws of any applicable jurisdiction, including the State of New York. Borrower grants Crestmark In furtherance of the authority foregoing, (i) Buyer shall cause to file all appropriate documentation for Crestmark be filed as a protective filing with respect to perfect its the Purchased Assets and as a UCC filing with respect to the security interest interests granted in this Section 5 (i) a UCC financing statement in the Collateralform of Schedule 1-A attached hereto (to be filed in the filing office indicated therein), including a UCC-1 (ii) amendments to such UCC financing statement listing in the Collateral as "All assets form of Schedule 1-B attached hereto and having attached to each such UCC financing statement amendment a description of the DebtorPurchased Assets which identifies the Purchased Assets by setting forth (a) the name of the borrower with respect to each Purchased Asset, now existing (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 hereafter arising(c) the initial or then outstanding principal amount of each Purchased Asset, wherever located," or similar termsand (iii) such other UCC filings, as well as UCC-3 amendments in such locations as may be required 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. All expenses of Crestmark relating , at its own expense, deliver and cause to searchingbe duly filed all such further filings, filing instruments and documents and take all such further actions as may be necessary or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights desirable or as may be requested by Buyer with respect to the Collateral perfection and priority of the outright transfer of the Purchased Assets and the Security Interest security interest deemed granted hereunder and this Agreement imposes duties upon Borrower which relate to in the Collateral. Some of Purchased Assets and the rights and duties are: (i) the right remedies of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations Buyer with respect to the Collateral such as Purchased Assets (including the recognition payments of any warranties fees and taxes required in inventory sold connection with the execution and Crestmark is under no responsibility to perform any delivery of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerAgreement).
Appears in 1 contract
Security Interest. A. Borrower grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Crestmark be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased MH Loans, the Records, and all Seller's rights under the Servicing Agreement related to the Purchased MH Loans, (which, without limitation, includes the loans listed on the Loan Schedule and Appendix I to the Confirmation and that is delivered to the Buyer as of each Purchase Date and all promissory notes or chattel paper evidencing such loans) any Property relating to any Purchased MH Loan, any Takeout Commitments relating to any Purchased MH Loan, Seller's rights under all insurance policies and insurance proceeds relating to any Purchased MH Loan, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased MH Loan, the Collection Account, Seller's rights under any Interest Rate Protection Agreement relating to any Purchased MH Loan, Seller's rights under any MH Loan Transfer Agreement relating to any Purchased MH Loan and any other contract rights, accounts (including any interest of the Seller in escrow accounts) payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased MH Loan and any other assets relating to the Purchased MH Loans or any interest in the Purchased MH Loans, any chattel paper owned by Seller arising now or in the future with respect to a sale of a Manufactured Home by the Affiliate Guarantor (excluding any chattel paper arising from the sale of a Manufactured Home in respect of which (i) the related Loan has been repaid, (ii) the Buyer has released its assetsLien under the Loan and Security Agreement or (iii) the Buyer did not advance a Loan against the Manufactured Home under the related Loan and Security Agreement), all collateral of the Seller under any other secured debt facility between Seller or Seller's Affiliates on the one hand and the Buyer or the Buyer's Affiliates on the other (excluding any credit facility in which a non-Affiliate of Buyer is also a creditor) and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated, and wherever located including all Accounts(collectively, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the "Repurchase Assets"). Notwithstanding the foregoing, and all Proceeds the Buyer shall be solely responsible for obtaining any agreements or consents from any of Buyer's Affiliates in connection with the foregoing (the "Collateral"), to secure repayment grant of the Obligations ("Security Interest")security interest set forth herein. The Collateral also includes all monies on deposit with CrestmarkSeller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer in any filing jurisdiction and filing office which, or on deposit at its option, it may deem appropriate. Such financing statement may describe the collateral in the Lockbox Account. All capitalized terms used same manner indicated in this Section 8A which are not otherwise defined shall have the meanings assigned to them 8 or in the any other manner as Buyer may deem advisable, including using overbroad collateral descriptions or Uniform Commercial Code as adopted in categories. The Seller shall pay the State filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of Michigan (this Repurchase Agreement and payment by the "UCC"). Without limiting Seller of the forgoing, "Accounts" will also mean and include any Repurchase Price and all other forms amounts due hereunder to the Buyer of all Obligations and the performance of all obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark Repurchase Documents the authority to file all appropriate documentation for Crestmark to perfect Buyer shall release its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsany remaining Repurchase Assets.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Affordable Residential Communities Inc)
Security Interest. A. Borrower grants As a precautionary measure in the event that the conveyance of any Mortgage Loans to Crestmark Seller from the Pledgor is determined not to be a true sale or the separate existence of Seller from the Pledgor is otherwise disregarded at any point, in order to further secure the Obligations, Pledgor, to the extent of its rights therein, hereby grants, assigns and pledges to Buyer a first priority security interest in Pledgor’s rights, title and interest (but not its obligations) in each Purchased Mortgage Loan conveyed to Seller (each, an “Asset”), the Records, all Servicing Rights related to the Assets (to the extent of its assetsPledgor’s rights therein), any Property relating to any Assets, all insurance policies and insurance proceeds relating to any Asset or any related Property that secures an Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Asset, any other contract rights, accounts and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Asset and any other assets relating to such Asset (including, without limitation, any other accounts) or any interest in the Assets, as are specified on a Confirmation and/or Master Trust Receipt, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accountsthe “Pledged Collateral”). Pledgor hereby authorizes Buyer to file such financing statement or statements relating to the Pledged Collateral as Buyer, Goodsat its option, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture may deem reasonable and fixtures, books and records and supporting obligations appropriate. Pledgor shall pay the filing costs for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), financing statement or statements prepared pursuant to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing2.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. A. Borrower grants (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 Crestmark be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its assetsSeller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including is hereinafter referred to as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all Accountsrights 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, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for instruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise “money” as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include relating to or constituting any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Supplement); and
(v) any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all replacements, substitutions, distributions on or proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of foregoing.
(b) Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral (i) as "All assets of the DebtorClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and hereafter arising(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, wherever located“Additional Repurchase Assets," or similar terms” and collectively with the Primary Repurchase Assets and the Repurchase Rights, as well as UCC-3 amendments as may be required from time the “Repurchase Assets”) to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of secure the Obligations.
C. (c) The Security Interest gives Crestmark rights with respect foregoing provisions of this Section 4.02 are intended to the Collateral constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Security Interest Transactions hereunder as defined under Sections 101(47)(A)(v) and this Agreement imposes duties upon Borrower which relate to the Collateral. Some 741(7)(A)(xi) of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerBankruptcy Code.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. A. (a) As security for the full and final payment and performance of the Obligations, Borrower hereby grants to Crestmark Lender (for itself and its Affiliates) a continuing security interest in and to all right, title, and interest of its assetsBorrower in and to the Collateral, whether now existing owned or hereafter acquired by Borrower.
(b) Except as expressly required by the Security Agreements or applicable law, Lender shall have no obligation to (i) exercise any degree of care in connection with any Collateral in its possession or (ii) take any steps necessary to preserve any rights in the Collateral or to preserve any rights in the Collateral against senior or prior parties (which steps Borrower agrees to take). In any case, Lender shall be deemed to have exercised reasonable care of the Collateral if Lender takes such steps for the care and preservation of the Collateral or rights therein as Borrower reasonably requests Lender to take; provided that Lender’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. Lender’s segregation or specific allocation of specified items of Collateral against any of Borrower’s liabilities shall not waive or affect any Lien against other items of Collateral or any of Lender’s options, powers, or rights under this Agreement or otherwise arising.
(c) Lender may at any time after the occurrence and during the continuation of an Event of Default, wherever located including all Accountswith or without notice to Borrower, Goods(i) transfer any of the Collateral into the name of Lender or the name of Lender’s nominee, Inventory(ii) notify any Account Debtor or other obligor with respect to any of the Collateral to make payment of any amounts due or to become due thereon directly to Lender, Equipmentand (iii) receive and direct the disposition of any proceeds of any Collateral. All proceeds of Collateral shall be applied in whatever order Lender shall determine.
(d) Any term or provision of this Agreement or the other Loan Documents to the contrary notwithstanding, (i) no Account, Instrument, Chattel Paper, Instrumentsor other obligation or property of any kind due from, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkowed by, or on deposit in belonging to, a Sanctioned Person or (ii) any lease under which the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined lessee is a Sanctioned Person shall have be Collateral or shall be credited toward the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The (e) Unless otherwise expressly provided in a separate Security Interest gives Crestmark rights with respect to Document, the Collateral and the Security Interest and this Agreement imposes duties upon shall not include more than 66 2/3% of any voting Equity Interests (as contemplated in Treas. Reg. Section 1.956-2(c)(2)) issued to Borrower which relate to the Collateral. Some by any “controlled foreign corporation” (as such term is defined in Section 957 of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerInternal Revenue Code).
Appears in 1 contract
Sources: Loan and Security Agreement (Transcend Services Inc)
Security Interest. A. Borrower grants 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 Crestmark be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of its assetsSeller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage 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 Transaction Request and/or Asset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accountsthe “Repurchase Assets”).
b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Facility Documents, Deposit Accountsincluding, Letter without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Credit RightsCollateral therein (such collateral, General Intangiblesthe “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, Contract Rights, customer lists, furniture the lender thereunder is authorized and fixtures, books instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and records and supporting obligations for any to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of the foregoing, and all Proceeds of the foregoing (the "Collateral")Irrevocable Instruction Letter shall also require, to secure upon repayment of the Obligations ("Security Interest")entire outstanding principal amount of the loan under the Servicing Facility Agreement and the termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The Collateral also includes all monies on deposit with Crestmark, foregoing provisions (a) and (b) are intended to constitute a security agreement or on deposit in other arrangement or other credit enhancement related to the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise Agreement and Transactions hereunder as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean under Sections 101(47)(v) and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any 741(7)(x) of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCCBankruptcy Code. Borrower grants Crestmark the authority Seller agrees to execute, deliver and/or file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing such documents and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments perform such acts as may be required from time reasonably necessary to timefully perfect Buyer’s security interest created hereby. All expenses of Crestmark Furthermore, Seller hereby authorizes Buyer to file financing statements relating to searchingthe Repurchase Assets, as Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or protecting the Security Interest are part of the Obligationsstatements prepared pursuant to this Section 8.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. A. Borrower grants to Crestmark a security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "“Collateral"”), to secure repayment of the Obligations ("“Security Interest"”). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "“UCC"”). Without limiting the forgoing, "“Accounts" ” will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "“All assets of the Debtor, now existing and hereafter arising, wherever located," ” or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's ’s Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, Borrower must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (HII Technologies, Inc.)
Security Interest. A. (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 Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to Crestmark the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in in, all of its assetsthe Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or hereafter arisingarising (collectively, wherever located including the “Collateral”): (i) all AccountsPool Receivables, Goods(ii) all Related Security with respect to such Pool Receivables, Inventory(iii) all Collections with respect to such Pool Receivables, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture (iv) the Lock-Boxes and fixtures, books Lock-Box Accounts and records and supporting obligations for any of the foregoingall amounts on deposit therein, and all Proceeds certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the foregoing (the "Collateral"), to secure repayment obligations) of the Obligations Borrower under the Sale Agreements and ("Security Interest"). The Collateral also includes vi) all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedproceeds of, and all proceeds of amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the forgoing.
B. Borrower gives Crestmark 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 the Secured Parties), all the rights and remedies of a secured party under the any applicable UCC. The Borrower grants Crestmark hereby authorizes the authority Administrative Agent to file financing statements describing as the collateral covered thereby as “all appropriate documentation for Crestmark of the debtor’s personal property or assets” or words to perfect its security interest that effect, notwithstanding that such wording may be broader in scope than the Collateralcollateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, including a UCC-1 financing statement listing the Collateral as "All assets 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 DebtorAdministrative Agent, now existing the Lenders and hereafter arisingthe other Credit Parties hereunder shall terminate, wherever located," all without delivery of any instrument or similar termsperformance of any act by any party, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark and all rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate shall revert to the Collateral. Some Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in Administrative Agent shall deliver to the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except Borrower written authorization for the right of Borrower to (I) sell its inventory in file UCC-3 termination statements and such other documents as the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree reasonably request to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral evidence such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowertermination.
Appears in 1 contract
Sources: Receivables Financing Agreement (Alliance Resource Partners Lp)
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including which are now, or may at any time or times hereafter be owing by the Borrower to the Bank, the Borrower hereby pledges to the Bank and gives the Bank a continuing security interest in and general Lien upon and right of set-off against, all Accountsright, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture title and fixtures, books and records and supporting obligations for any interest of the foregoingBorrower in and to the Collateral, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed owned or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingBorrower.
B. Borrower gives Crestmark all (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest care in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any other rights therein against prior parties, and the Borrower agrees to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising.
(c) The Bank may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerother obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Advanced Communication Systems Inc)
Security Interest. A. Borrower (a) To secure the payment of the amounts due to Lender under the Note (collectively, the "OBLIGATIONS"), each Company hereby grants to Crestmark Lender a security interest in all of its assets, now existing owned or hereafter arising, wherever located including all Accounts, Goods, hereinafter acquired (i) Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books Books and records and supporting obligations for any of the foregoing, Records owned by such Company and all products and Proceeds of the foregoing thereof (the "CollateralFIXED COLLATERAL"), and (ii) Accounts of such Company (the "ACCOUNT Collateral", and together with the Fixed Collateral, the "COLLATERAL") and all products and Proceeds thereof.
(b) Upon the occurrence and during the continuation of an Event of Default, each Company hereby assigns to secure repayment Lender, as additional security for the payment of the Obligations Obligations, all proceeds of insurance due or to become due after the occurrence of the Event of Default under any and all policies of insurance now or at any time hereafter covering the Collateral (the "Security InterestINSURANCE PROCEEDS"). Subject to the remaining terms of this Paragraph 2(b), each Company hereby directs the issuer of any such policy to pay all Insurance Proceeds directly to Lender. The foregoing notwithstanding, if prior to the payment of any Insurance Proceeds, the Company Agent delivers written notice to Lender that the Insurance Proceeds will be used to replace the Collateral also includes all monies on deposit with Crestmarkwhich was lost, stolen, destroyed or on deposit in otherwise subject to a casualty, then the Lockbox Account. All capitalized terms foregoing assignment shall not be effective and the applicable insurer shall pay the Insurance Proceeds directly to the Companies; PROVIDED that such Insurance Proceeds shall only be used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing Companies to replace the lost, stolen or destroyed Collateral and any obligation Insurance Proceeds not used for payment for goods such purposes shall be paid to Lender in satisfaction of any kindObligations then outstanding. Subject to the terms of this Paragraph 2(b), natureupon the occurrence and during the continuation of an event of an Event of Default, Lender may (but need not), in Lender' name or description sold or leased or services renderedin Companies' names, execute and deliver proof of claim, receive all Insurance Proceeds, and all proceeds endorse checks and other instruments representing payment of Insurance Proceeds.
(c) Each Company hereby authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) describe the Collateral as set forth in Section 2(a) and (y) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any of the forgoing.
B. Borrower gives Crestmark financing statement, continuation statement or amendment. Each Company acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement covering any or all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing without the Collateral as "All assets prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), subject to Companies' rights under Section 9-509(d)(2) of the Debtor, now existing UCC and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may provided that the foregoing restriction shall be required from time to time. All expenses of Crestmark relating to searching, filing or protecting inapplicable following the Security Interest are part satisfaction in full of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Security Agreement (Workstream Inc)
Security Interest. A. Borrower 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 assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to Crestmark the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in in, all of its assetsthe Seller’s right, title and interest in and to the following (collectively, the “Collateral”): (A) the Secondary Purchase Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Secondary 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 Secondary Purchase Agreement, (iii) all rights of the 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), (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 rights 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 acquired or arising, wherever located the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for undivided interests in any of the foregoing, ; (D) the Lock-Boxes and all Proceeds of Deposit Accounts and the foregoing funds deposited in such accounts; and (E) to the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit extent not included in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower grants (a) The due and punctual payment of the principal of, premium, if any, interest, if any, on the Notes and 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 Crestmark a security interest in the extent permitted by law), if any, on the Notes and the performance of all other Obligations of its assetsthe Issuer and the Guarantors to the Holders, now existing the Trustee or hereafter arisingthe Collateral Trustee under this Indenture, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, the Security Documents, Deposit Accountsthe Note Guarantees and the Notes shall be secured as provided in the Security Documents. Notwithstanding anything to the contrary herein, Letter no Collateral shall consist of Credit Rightsany Excluded Property.
(b) Each Holder, General Intangiblesby its acceptance of a Note, Contract Rightsconsents and agrees to the terms of each Security Document, customer listsas the same may be in effect or may be amended from time to time in accordance with its respective terms, furniture and fixturesauthorizes and directs the Trustee and the Collateral Trustee, books and records and supporting obligations for any as applicable, to (i) enter into this Indenture, in the case of the foregoingTrustee, and all Proceeds the Security Documents, in the case of the foregoing Collateral Trustee, whether executed on or after the Issue Date, (ii) make the "Collateral"), to secure repayment representations of the Obligations Holders set forth in the Security Documents, ("iii) bind the Holders on the terms as set forth in the Security Interest")Documents and (iv) perform and observe its obligations and exercise its rights thereunder in accordance therewith. The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedIssuer shall, and all proceeds of any shall cause each of the forgoing.
B. Borrower gives Crestmark Guarantors to do or cause to be done, at its sole cost and expense, all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing such actions and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments 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. All expenses time constituted, so as to render the same available for the security and benefit of Crestmark relating to searching, filing or protecting the Security Interest are part this Indenture and of the Obligations.
C. The Security Interest gives Crestmark rights with respect 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 the Obligations contained in this Indenture, the Notes, the Security Documents and the Security Interest Note Guarantees valid and this Agreement imposes duties upon Borrower which relate enforceable, perfected (to the Collateral. Some of the rights extent required therein) security interests in and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of on all the Collateral, such in favor of the Collateral Trustee, superior to and prior to the rights of all third Persons other than as Account Debtors set forth in the Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, and subject to no other debtorsLiens, in each case, except as expressly provided herein or therein. If required for the purpose of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with meeting the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control legal requirements of any Collateral jurisdiction in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the 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 grant any other security interest in the Collateral, except more Persons to act as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations co-Collateral Trustee with respect to any such Collateral, with such rights and powers limited to those deemed necessary for the Issuer, the Trustee or the Collateral Trustee to comply with any such as legal requirements with respect to such Collateral, and which rights and powers shall not be inconsistent with the recognition provisions of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Indenture.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Security Interest. A. Borrower grants (a) This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to Crestmark a security interest in all of its assetsthe Fixtures, now existing or hereafter arisingHydrocarbons, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, DocumentsPipelines, Deposit Accounts, Letter of Credit RightsLeases, General IntangiblesRents, Contract RightsPermits, customer listsTax Refunds, furniture Proceeds, Insurance, and fixturesCondemnation Awards. To this end, books Mortgagor grants to Mortgagee a first and records prior security interest in the Fixtures, Hydrocarbons, Pipelines, Deposit Accounts, Leases, Rents, Permits, Tax Refunds, Proceeds, Insurance, and supporting obligations for any Condemnation Awards, including without limitation, “as-extracted collateral” (as such term is used in the UCC) constituting or arising out of the foregoing, and all Proceeds of Hydrocarbons pledged hereunder but excluding from the foregoing (the "Collateral")grant all Excluded Properties and Excluded Assets, to secure repayment the payment and performance of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with CrestmarkSecured Debt, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined and agrees that Mortgagee shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights and remedies of a secured party under the UCCUCC with respect to such property. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralAny notice of sale, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," disposition or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other intended action by Mortgagee with respect to the Collateral Fixtures, Hydrocarbons, Pipelines, Deposit Accounts, Leases, Rents, Permits, Tax Refunds, Proceeds, Insurance, and Condemnation Awards, including without limitation, “as-extracted collateral” (as such term is used in the Security Interest and this Agreement imposes duties upon Borrower which relate UCC) constituting or arising out of the Hydrocarbons pledged hereunder, sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.
(b) Notwithstanding anything to the Collateral. Some of the rights contrary set forth in this Mortgage, (1) no Lien or assignment shall be created, shall exist, or shall be made hereunder in, to or on any personal property other than Well Heads, Pipelines, Fixtures and duties are: “as-extracted collateral” (i) the right of Crestmark at any time after a Default that as such term is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral used in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iiiUCC) except for the right of Borrower pursuant to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basisthis Mortgage, and (III2) move its inventoryMortgagor shall not be required to take any action hereunder to perfect any security interest granted under this Mortgage other than the filing of the Mortgage in the jurisdiction in which it is being filed to perfect the grant hereunder in the Mortgaged Property and the filing of UCC-1 financing statements in the real estate records related to the Well Heads, equipmentPipelines, Fixtures, Deposit Accounts, Leases, Rents, Permits, Tax Refunds, Proceeds, Insurance, and other assets between its business locationsCondemnation Awards, Borrower shall not sell including without limitation “as-extracted collateral” (as such term is used in the UCC) constituting or transfer any arising out of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerHydrocarbons.
Appears in 1 contract
Security Interest. A. Borrower grants (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 Crestmark the Buyer), in the event any such Transactions are deemed to be loans, and in any event, the Seller hereby pledges to the Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in all of its assetsthe Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arising, created and wherever located including (in the case of all AccountsMSRs, Goodssubject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ Mae Requirements), Inventoryis hereinafter referred to as the “Repurchase Assets”:
(i) each Participation Certificate and all MSRs related thereto, Equipmentwhether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, Chattel Paperand whether or not such Assets or the related Mortgage Loans are listed on an Asset Schedule;
(ii) all MSRs arising under or related to any Servicing Contract as reflected in the Schedule of Mortgages or Request for Approval for Transfer;
(iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, Instruments▇▇▇▇▇▇ ▇▇▇ MBS, Investment Propertythe Acknowledgment Agreement or the Participation Agreement;
(iv) any rights in the Dedicated Account and to the amounts on deposit therein;
(v) [reserved];
(vi) all rights under the Retained Excess Spread Participation Agreement;
(vii) any rights in the Pledged Margin Securities Account and to the amounts on deposit therein;
(viii) any rights in the Eligible Securities Account and to the amounts on deposit therein;
(ix) all records, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for instruments or other documentation evidencing any of the foregoing;
(x) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise “money” as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include relating to or constituting any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark foregoing (including all of the rights of a secured party Seller’s rights, title and interest in and under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Participation Agreements and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account DebtorsServicing Contracts); (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.and
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. A. Borrower 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 Transaction Document delivered to the Agent 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 assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to Crestmark the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in in, all of its assetsthe Seller’s right, title and interest in, to and under (but none of the Seller’s obligations under) all of the following, whether now or hereafter existing or hereafter arising:
(a) all of the rights and remedies of the Seller under the Purchase and Contribution Agreement (other than rights and remedies relating solely to any of the Factored Receivables), wherever located including including, without limitation, (i) all Accountsrights of the Seller to receive monies due or to become due under or pursuant to the Purchase and Contribution Agreement (other than with respect to or on account of any of the Factored Receivables), Goods(ii) all security interests and property subject thereto from time to time which purports to secure payment of monies due or to become due under or pursuant to the Purchase and Contribution Agreement (other than with respect to or on account of any of the Factored Receivables), Inventory(iii) all rights of the Seller to receive proceeds of any insurance, Equipmentindemnity or warranty pursuant to the Purchase and Contribution Agreement (other than such amounts relating to any of the Factored Receivables), Chattel Paper(iv) all claims of the Seller for damages arising out of or for breach of or default under the Purchase and Contribution Agreement (except to the extent that such claims relate to any Factored Receivables), Instrumentsand (v) all rights of the Seller to compel performance and otherwise exercise all remedies thereunder (except to the extent that such rights relate to any Factored Receivables),
(b) all Receivables, Investment Propertythe Related Security with respect thereto and the Collections, specifically identified Commercial Tort Claimsand all accounts, Documentschattel paper, Deposit Accountsinstruments, Letter general intangibles and other assets owned by the Seller and not otherwise purchased or scheduled to be purchased under this Agreement, excluding, however, any Factored Receivables, Factored Receivable Collections, Factored Receivable Related Security and other assets of Credit Rightsthe Seller released from the lien and security interest hereof pursuant to a Release Request,
(c) the Lock Box Accounts and, General Intangiblessubject to the provisions of the Intercreditor Agreement, Contract Rightsall amounts on deposit therein and all certificates and instruments, customer listsif any, furniture and fixtures, books and records and supporting obligations for from time to time evidencing any of the foregoing, and all Proceeds of and
(d) to the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit extent not included in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets foregoing.
(b) Section 4.03(b)(iii) of the DebtorReceivables Agreement is amended and restated as follows: At the Agent’s request and at the Seller’s expense, now existing the Seller and hereafter arisingthe Collection Agent shall (x) assemble all of the documents, wherever located," instruments and other records (including, without limitation, computer tapes and disks) that evidence or similar termsrelate to the Pool Receivables and the related Contracts and Related Security, as well as UCC-3 amendments as may be required or that are otherwise necessary or desirable to collect the Pool Receivables and shall make the same available to the Agent at a place selected by the Agent or its designees; it being agreed that the Seller will provide copies of the aforementioned items to the extent such items also relate to any Factored Receivable, (y) segregate all cash, checks and other instruments received by it from time to time. All expenses time constituting Collections of Crestmark relating Pool Receivables, in a manner acceptable to searchingthe Agent and, filing (z) promptly upon receipt, remit all such cash, checks and instruments constituting Collections of Pool Receivables, duly endorsed or protecting with duly executed instruments of transfer, to the Security Interest are part Agent or its designee.
(c) Section 4.05 of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Receivables Agreement is amended and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such restated as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.follows:
Appears in 1 contract
Security Interest. A. Borrower grants (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 Crestmark be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its assetsSeller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including is hereinafter referred to as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all Accountsrights 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, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for instruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise “money” as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include relating to or constituting any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all replacements, substitutions, distributions on or proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights foregoing.
(b) [Reserved]
(c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges conveys and grants to Buyer a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral (i) as "All assets of the DebtorClosing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and hereafter arising(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, wherever located“Additional Repurchase Assets," ” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
(d) 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) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or similar termsother 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 well as UCC-3 amendments as such term may be required from time to time. All expenses of Crestmark relating to searching, filing defined under the related Repurchase Documents) then in its possession or protecting the Security Interest are part of the Obligationscontrol.
C. The Security Interest gives Crestmark rights with respect (e) Seller makes a subordinate pledge to the Collateral buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and the Security Interest hereby grants, assigns and this Agreement imposes duties upon Borrower which relate pledges to the Collateral. Some buyers thereunder a subordinate security interest in all of the rights Seller’s right, title and duties are: interest in, to and under (i) the right of Crestmark at any time after a Default that is not cured within Note identified on the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account DebtorsAsset Schedule; (ii) Borrower, after a default which is not cured within all rights to reimbursement or payment of the applicable cure period, must cooperate with Crestmark Note and/or amounts due in obtaining control of any Collateral in respect thereof under the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entriesNote identified on the Asset Schedule; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of businessall records, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and instruments or other assets between its business locations, Borrower shall not sell or transfer documentation evidencing any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; foregoing and (iv) Borrower must notify Crestmark immediately any and all replacements, substitutions, distributions on or proceeds of any and all 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 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 outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the 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 it knows that the Buyer or the other buyer thereunder is no longer CSFB, CSCIB, or any Account Debtor disputes an Account whether Affiliates thereof.
(f) The foregoing provisions of this Section 4.02 are intended to constitute a security agreement or not such disputes are deemed valid by Borrowerother 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 Bankruptcy Code.
Appears in 1 contract
Security Interest. A. Borrower grants (i) On each Purchase Date, Seller hereby sells, assigns and conveys to Crestmark Administrative Agent for the benefit of Buyers all of its rights and interests in the Purchased Assets (including all Underlying Assets) and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a fully perfected first priority security interest in the Purchased Assets, the Underlying Assets, the Loan Records, the Servicing Records, and all Servicing Rights related to the Purchased Assets and Underlying Assets, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets and Underlying Assets), any Property relating to the Purchased Assets, any Underlying Asset or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Underlying Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to the Purchased Assets and any Underlying Asset, all Pledged Accounts, any Hedge Agreements relating to the Purchased Assets and any Underlying Asset, and any other contract rights, accounts (including any interest of its assetsSeller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to the Purchased Assets and any Underlying Asset and any other assets relating to the Purchased Assets and any Underlying Asset (including, without limitation, any other LEGAL02/44639412v17 accounts) or any interest in the Purchased Assets and the Underlying Assets, and any proceeds or distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located the “Seller Repurchase Assets”).
(ii) In order to further secure the Obligations hereunder, each of the Asset Subsidiary and the Trustee, not in its individual capacity but solely as Trustee of the Asset Subsidiary, to the extent of Asset Subsidiary’s rights therein or Trustee’s rights therein not individually but solely as Trustee on behalf of Asset Subsidiary, as applicable, hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a first priority security interest in the rights, title, and interest of the Asset Subsidiary and Trustee (not individually but solely as Trustee on behalf of the Asset Subsidiary), as applicable, in the Asset Subsidiary Owned Assets, the Loan Records, the Servicing Records, and all Servicing Rights related to the Asset Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and rights of the Asset Subsidiary and Trustee not individually but solely as Trustee on behalf of Asset Subsidiary, as applicable, thereunder relate to the Asset Subsidiary Owned Assets), any Property relating to any Asset Subsidiary Owned Asset, or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Asset Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Asset Subsidiary Owned Asset, all Pledged Accounts, Goodsany Hedge Agreements relating to any Asset Subsidiary Owned Asset, Inventoryand any other contract rights, Equipmentaccounts (including any interest of Asset Subsidiary and Trustee not individually but solely as Trustee on behalf of Asset Subsidiary, Chattel Paperas applicable, Instrumentsin escrow accounts) and any other payments, Investment Propertyrights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to any Asset Subsidiary Owned Asset and any other assets relating to any Asset Subsidiary Owned Asset (including, specifically identified Commercial Tort Claimswithout limitation, Documentsany other accounts) or any interest in the Asset Subsidiary Owned Assets, Deposit Accountsand any proceeds (including the related securitization proceeds) and distributions and any other property, Letter of Credit Rightsrights, General Intangibles, Contract Rights, customer lists, furniture title or interests as are specified on a Confirmation and/or Trust Receipt and fixtures, books Asset Schedule and records and supporting obligations for Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Asset Subsidiary Repurchase Assets”).
(iii) In order to further secure the Obligations hereunder, the Servicer, to the extent of its rights therein, hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a first priority security LEGAL02/44639412v17 interest in the rights, title, and interest of the Servicer in the Underlying Assets, the Loan Records, the Servicing Records, and all Proceeds Servicing Rights related to the Underlying Assets, , the Facility Documents (to the extent such Facility Documents and rights of the foregoing (Servicer thereunder relate to the "Collateral"Underlying Assets), any Property relating to secure repayment any Underlying Asset, or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Underlying Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Asset, all Pledged Accounts, any Hedge Agreements relating to any Underlying Asset, and any other contract rights, accounts (including any interest of Servicer in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to any Underlying Asset and any other assets relating to any Underlying Asset (including, without limitation, any other accounts) or any interest in the Underlying Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicer Repurchase Assets” and, collectively with the Seller Repurchase Assets and the Asset Subsidiary Repurchase Assets, the “Repurchase Assets”).
(iv) To the extent that, subject to Seller Parties’ satisfaction of the Obligations hereunder, any of the Seller Parties subsequently conveys, sells and/or distributes in kind any Asset Subsidiary Owned Asset to any of the other Seller Parties prior to the Repurchase Date of such Asset Subsidiary Owned Asset, each acknowledges that such conveyance, sale and/or distribution in kind of Asset Subsidiary Owned Assets is subject to the Lien of Administrative Agent created hereby and on the applicable Purchase Date.
("Security Interest")v) To the extent that, subject to Seller Parties’ satisfaction of the Obligations hereunder, any of the Seller Parties subsequently conveys, sells and/or distributes in kind any Asset Subsidiary Owned Asset to any of the other Seller Parties prior to the Repurchase Date of such Asset Subsidiary Owned Asset, the parties acknowledge and agree that each Seller Party, as applicable, (A) is acquiring the Asset Subsidiary Owned Assets and Underlying Assets subject to and subordinate to Administrative Agent’s security interest, (B) is granting a Lien to Administrative Agent as partial consideration for the acquisition of such Asset Subsidiary Owned Assets and Underlying Assets from another of the Seller Parties hereto or in consideration of the proceeds of the Transaction from the Buyers and (C) hereby grants, assigns and pledges all rights and interests to Administrative Agent as security for the performance of the Obligations hereunder. The Collateral also includes all monies on deposit with Crestmark, or on deposit in LEGAL02/44639412v17
(vi) Each Seller Party acknowledges that it has no rights to service the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have Underlying Asset but only has rights as a party to the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC")current Servicing Agreement. Without limiting the forgoing, "Accounts" will also mean generality of the foregoing and include in the event that any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing Seller Party is deemed to retain any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedresidual Servicing Rights, and all proceeds for the avoidance of any of the forgoing.
B. Borrower gives Crestmark all of the rights of doubt, such Seller Party grants, assigns and pledges to Administrative Agent a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, including whether now owned or hereafter acquired, now existing or hereafter created.
(vii) The grants of security interests set forth in this Section 8(a), including, without limitation, the security interests granted by the Asset Subsidiary with respect to the Asset Subsidiary Owned Assets and by the Seller Parties with respect to the Servicing Rights and proceeds related thereto, are intended to constitute a UCC-1 security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 741(7)(A)(xi) of the Bankruptcy Code.
(viii) Each Seller Party and Trustee hereby authorizes Administrative Agent to file such financing statement listing or statements relating to the Collateral Repurchase Assets as "All Administrative Agent at its option, may deem appropriate, subject to Seller’s prior review and written approval. Furthermore, each Seller Party and Trustee hereby authorizes Administrative Agent to file financing statements relating to the Repurchase Assets, as Administrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights solely with respect to the Collateral Trustee, “all assets of Debtor/Asset Subsidiary and all assets held in trust not in its individual capacity but solely as owner trustee by Debtor/Trustee under that certain Amended and Restated Trust Agreement, dated as of October 30, 2024, between ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC and Debtor/Trustee, as owner trustee, including without limitation the Security Interest Trust Assets, in all instance, whether now owned or hereafter acquired, now existing or hereafter created and this Agreement imposes duties upon Borrower which relate wherever located” or words to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basiseffect, and (III) move its inventoryany limitations on such collateral description, equipment, and other assets between its business locations, Borrower notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement. Seller shall not sell pay the filing costs for any financing statement or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree statements prepared pursuant to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Section 8.
Appears in 1 contract
Security Interest. A. Borrower (a) Each of the 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 (but not the obligations thereunder), all Interest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(b)), all Servicing Agreements relating to the Mortgage Loans and 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 any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the 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 other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to 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) The Buyer and the Seller intend that the Transactions hereunder be sales to the Buyer of the Purchased Assets and not loans from the Buyer to the Seller secured by the Purchased Assets. However, in order to preserve the Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Seller of all of the Seller’s obligations to the Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, each of NCCC, NCAH, NCMC, New Century and Home123 hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Purchased Items and Purchased Assets to the Buyer to secure the Repurchase Obligations and the Seller-Related Obligations, including without limitation the repayment of all amounts owing to the Buyer hereunder. The assignment, pledge and grant of security interest contained herein shall be, and each of NCCC, NCAH, NCMC, New Century and Home123 hereby represents and warrants to the Buyer that it is, a first priority perfected security interest to the extent such security interest relates to the Mortgage Loans. Each of NCCC, NCAH, NCMC, New Century and Home123 agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to the Buyer hereunder. All Purchased Items shall secure the payment of all obligations of the Seller now existing or hereafter arisingexisting under this Agreement, wherever located including all Accountsincluding, Goodswithout limitation, Inventorythe Seller’s obligation to repurchase Purchased Assets, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral")or if such obligation is so recharacterized as a loan, to secure repayment of repay such loan, for the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned Repurchase Price and to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include pay any and all other forms amounts owing to the Buyer hereunder.
(c) Pursuant to the Custodial and Disbursement Agreement, the Custodian shall hold the Mortgage Files as exclusive bailee and agent for the Buyer pursuant to the terms of obligations now owed or hereafter arising or acquired the Custodial and Disbursement Agreement and shall deliver to the Buyer Trust Receipts each to the effect that the Custodian has reviewed such Mortgage Files in the manner and to the extent required by the Borrower evidencing Custodial and Disbursement Agreement and identifying any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingdeficiencies in such Mortgage Files as so reviewed.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. A. Borrower grants To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Club Trust Secured Obligations and, without duplication and subject to Crestmark the restrictions on cross-collateralization contained in the Transaction Documents (including Section 2.12(d) of the Club Trust Credit Agreement), Secured Obligations attributable to the Indians Club Trust, the Indians Club Trust hereby assigns and pledges to the MLB Trust and hereby Grants to the MLB Trust a security interest in and a right to setoff against (and only against the above-described obligations of such Club Trust), and acknowledges and agrees that the MLB Trust (and, with respect to rights of setoff, each of the Lenders under the MLB Credit Agreement) has and shall continue to have a continuing security interest in and a right of setoff against, any and all right, title and interest of its assetsthe Indians Club Trust, whether now existing or hereafter acquired or arising, wherever located including in (all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, of which are herein called the "Club Trust Collateral"):
(i) the Rights and Revenues transferred and assigned to the Indians Club Trust by its related Participating Club pursuant to the Transfer Agreement;
(ii) amounts on deposit from time to time in the Collection Account and the Debt Service Account attributable to the Indians Club Trust;
(iii) the Club Trust Assigned Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture ;
(iv) any and fixtures, books and records and supporting obligations for any all other assets of the foregoing, and all Proceeds of the foregoing Indians Club Trust (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or excluding amounts on deposit in the Lockbox Indians Club Trust Distribution Account; and
(v) all products and the proceeds of the foregoing items. All capitalized terms used The Indians Club Trust acknowledges and agrees that, in this Section 8A which are not otherwise defined shall have applying the meanings assigned to them in law of any jurisdiction that has heretofore enacted or hereafter enacts all or substantially all of the uniform revisions of Article 8 of the Uniform Commercial Code Code, with new provisions added to Article 9 as adopted contemplated by such revision, all as approved in 1994 by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, the foregoing definitions of Collateral and Pledged Collateral shall be deemed to include "investment property", as applicable, as defined in such new provisions of Article 9, it being the intent of the Indians Club Trust and the MLB Trust that such property be included in the State foregoing definition of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing whether prior to or after the Collateral as "All assets effectiveness of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationssuch revision in any such jurisdiction.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Club Trust Pledge and Security Agreement (Cleveland Indians Baseball Co Inc)
Security Interest. A. Borrower As security for the Secured Obligations described in section 2 hereof, the Company hereby pledges and grants and assigns as collateral to Crestmark the Secured Parties, and creates for the benefit of the Secured Parties a continuing security interest in all of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, property described below and all Proceeds of the foregoing proceeds thereof (hereinafter referred to collectively as the "Collateral"):
(a) all right, title and interest in and to the issued and outstanding Shares of (and other ownership interests in) all of the Company's present and future direct Wholly-Owned Subsidiaries, and all options, warrants and similar rights to acquire such Shares (and/or other ownership interests), in each case whether now or hereafter issued or outstanding (the foregoing items in this clause (a) being sometimes herein referred to secure repayment as the "Pledged Stock");
(b) all rights to receive profits or surplus or other dividends or distributions (including, without limitation, income, return of capital or liquidating distributions) from any direct Wholly-Owned Subsidiary to its stockholders (the foregoing items in this clause (w) being sometimes herein referred to collectively as the "Pledged Rights") (the Pledged Stock and the Pledged Rights are sometimes hereinafter referred to collectively as the "Pledged Securities")." The security interest of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with CrestmarkSecured Parties in and to the outstanding Pledged Securities of Trimont Land Holdings, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan Inc. (the "UCCTrimont Pledged Securities"). Without limiting ) shall in all respects be junior and subordinate to the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralTrimont Pledged Securities heretofore granted to the Secured Parties pursuant to (and as defined in) that certain Pledge Agreement dated July 29, including a UCC-1 financing statement listing 1999 between the Collateral Company and John Hancock (as "All assets of the Debtoramended, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required m▇▇▇▇i▇▇ ▇▇▇ supplemented from time to time. All expenses of Crestmark relating to searching, filing the "Senior Pledge Agreement"), and the Secured Parties under (and as defined in) the Pledge Agreement shall not, and shall not have the right to, exercise any right or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights remedy with respect to the Collateral and Trimont Pledged Securities without the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some prior written consent of the rights Secured Parties under (and duties are: (ias defined in) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such Senior Pledge Agreement so long as the recognition of any warranties Senior Pledge Agreement shall be in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowereffect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Booth Creek Ski Holdings Inc)
Security Interest. A. Borrower grants 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 Crestmark be loans, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, LLC Interests, any personal Property relating to any Purchased Asset or any related Mortgaged Property, all instruments, agreements, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Assets), any related Take-out Commitments, any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property or REO Property, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of its assetssuch Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Assets or LLC Interests (including, without limitation, any other accounts) or any interest in the Purchased Assets, 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 Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security InterestRepurchase Assets"). The Collateral also includes all monies on deposit with CrestmarkSellers agree to execute, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean deliver and/or file such documents and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments perform such acts as may be required from time reasonably necessary to timefully perfect Buyer's security interest created hereby. All expenses of Crestmark Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to searchingthe Repurchase Assets, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of Buyer, at its option, may deem appropriate in its good faith discretion. The Sellers shall pay the filing costs for any warranties in inventory sold and Crestmark is under no responsibility financing statement or statements prepared pursuant to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Section.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Investment Corp)
Security Interest. A. As collateral security for the prompt, complete and 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 Swap Counterparty under any Swap Agreement and (e) all covenants and duties regarding such amounts, of any kind or nature, arising under any of the Loan Documents (collectively, the "Obligations"), Borrower hereby assigns, pledges and grants to Crestmark Lender a lien on and security interest in all of Borrower's right, title and interest in and to (but none of its assetsobligations under) the following property, whether now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed owned or hereafter arising or acquired by Borrower (collectively, the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, "Collateral"):
(1) the Leases and all proceeds of amounts due or to become due thereunder after the related Cut-Off Date and all Collections;
(2) the related Equipment (other than any licensed products that may accompany any of the forgoing.Equipment);
B. Borrower gives Crestmark (3) the related Lease Files;
(4) the Collection Account, all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required amounts on deposit therein from time to time. All expenses , and any investments thereof and earnings thereon;
(5) the Contribution and Sale Agreement, including, but not limited to, the obligation of Crestmark relating Trans Leasing to searchingrepurchase Leases under certain circumstances, filing but excluding the right to purchase or protecting receive contributions of additional leases;
(6) the Security Interest are part Servicing Agreement;
(7) the Swap Agreement, and all payments thereunder;
(8) the Insurance Policies and any Insurance Proceeds related to the Leases; and
(9) all income or proceeds of the Obligationsforegoing or relating thereto.
C. The Security Interest gives Crestmark rights with respect (a) Borrower shall remain liable under the Leases to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable extent set forth therein to perform all of its duties and obligations with respect thereunder to the Collateral such same extent as if this Agreement had not been executed, (b) the recognition exercise by Lender of any warranties of its rights in inventory sold the Collateral shall not release Borrower from any of its duties or obligations under the Leases and Crestmark is (c) Lender shall not have any obligations or liability under no responsibility the Leases by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that thereunder or to take any Account Debtor disputes an Account whether action to collect or not such disputes are deemed valid by Borrowerenforce any claim for payment assigned hereunder.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Trans Leasing International Inc)
Security Interest. A. Borrower TERI hereby pledges, assigns and s▇▇▇ over to the Owner, as security for payment by TERI of the Secured Obligations (a▇ ▇▇reinafter 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 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 each Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of TERI to the Trustee on the 15th da▇ ▇▇ 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, TERI hereby grants to Crestmark the Owner (a▇▇ ▇ts assigns) a first priority security interest in all of its assetsTERI'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 TERI and wheresoever located, incl▇▇▇▇g without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, wherever located including including, without limitation, all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and same evidencing or representing indebtedness due or to become due to TERI (all Proceeds of the foregoing (hereinafter called the "Collateral▇▇▇▇unts");
(ii) All funds and investments thereof, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit whether in the Lockbox Account. All capitalized terms used in this Section 8A 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 not otherwise purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined shall have the meanings assigned to them in ss. 8-313 of the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"Code). Without limiting the forgoing), "Accounts" will also mean payment intangibles and include any and all other forms of obligations general intangibles, whether now owed existing or hereafter arising and wheresoever located, or acquired by otherwise (all hereinafter called the Borrower evidencing any obligation for payment for goods "Intangibles");
(iii) All right, title and interest of TERI in or to all instruments and ▇▇▇▇ments 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, nature, kind which are paid with respect to or description sold or leased or services renderedderived from the Pledged Account, and all proceeds of any of the forgoing.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
B. Borrower gives Crestmark (v) All the proceeds of all of the foregoing;
(b) All contract and other rights of a secured party TERI to receive payment of Guarant▇ ▇▇es, other than the TERI Guarantee Fee Entitlement, fr▇▇ ▇he Owner under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets each of the DebtorGuaranty Agreements; TERI's rights to receive subsequent Guarantee Fees from the Owner pursuant to such section, now existing and hereafter arising, wherever located," any separate undertaking or similar terms, as well as UCC-3 amendments as may be required from time agreement by the Owner to time. pay such subsequent Guarantee Fees;
(c) All expenses Recoveries and all rights of Crestmark relating TERI to searching, filing receive or protecting the Security Interest are part collect Recover▇▇▇; and
(d) All proceeds of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Deposit and Security Agreement (National Collegiate Student Loan Trust 2004-2)
Security Interest. A. Borrower (i) Other than for United States federal, state and local income tax purposes (as more fully described in Article 22), Purchaser and ▇▇▇▇▇▇ intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets. However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales (other than for United States federal, state and local income tax purposes), and as security for the performance by Seller of all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby assigns, pledges and grants to Crestmark a security interest in all of its assetsright, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter arisingcreated and wherever located, wherever located including subject to the terms and conditions of this Agreement, to Purchaser to secure the payment of the Repurchase Price on all AccountsTransactions to which it is a party and all other amounts owing by it to Purchaser hereunder, Goodsincluding, Inventorywithout limitation, Equipmentamounts owing pursuant to Article 26, Chattel Paperand under the other Transaction Documents (collectively, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, the “Repurchase Obligations”). ▇▇▇▇▇▇ agrees to mark its books and records and supporting obligations for any of to evidence the foregoing, and all Proceeds interests granted to Purchaser hereunder. Without limiting the generality of the foregoing (and for the "Collateral")avoidance of doubt, if any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with CrestmarkPurchaser pursuant to this Agreement, or on deposit that mezzanine loans do not qualify for the safe harbor treatment provided by the Bankruptcy Code, then Seller hereby pledges, assigns and grants to Purchaser as further security for Seller’s obligations to Purchaser hereunder, a continuing first priority security interest in the Lockbox Account. All capitalized terms used in this Section 8A and Lien upon each such Mezzanine Loan which are not otherwise defined constitutes a Purchased Asset hereunder, and Purchaser shall have all the meanings assigned to them in rights and remedies of a “secured party” under the Uniform Commercial Code as adopted in with respect thereto (such pledge, the State of Michigan (the "UCC"“Related Credit Enhancement”). Without limiting the forgoingFor purposes of this Agreement, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the “Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower ” shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Principal Credit Real Estate Income Trust)
Security Interest. A. As security for the payment of all present and future liabilities and obligations of Borrower in respect of the Replacement Notes and under the other Loan Documents, Borrower hereby pledges and delivers to Lender, and grants a security interest, assigns, transfers and sets over to Crestmark Lender, a continuing first priority security interest in and lien on (i) the Reserve Account, (ii) the NOI Account, as hereinafter defined and (iii) all of its assetscash from time to time deposited into the Reserve Account and/or the NOI Account, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, interest earned thereon and all Proceeds of the foregoing (the "Collateral")rights, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkprivileges and options relating thereto or paid or payable, declared or granted in connection therewith, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise "proceeds" (as defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in effect in the State of Michigan New York (the "UCC"). Without limiting ) of any or all of the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed existing or hereafter arising or acquired by (collectively, the Borrower evidencing any obligation for payment for goods "Reserve Account Collateral"). This Agreement shall constitute a security agreement in respect of any kind, nature, or description sold or leased or services renderedthe Reserve Account Collateral within the meaning of the UCC, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark Lender shall have all of the rights rights, remedies and powers of a secured party under the UCChereunder and thereunder. Borrower grants Crestmark the authority agrees to file all appropriate documentation for Crestmark sign and deliver to perfect its security interest in the Collateral, including a UCC-1 Lender such financing statement listing the Collateral as "All assets of the Debtor, now existing statements and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments other notices as may be required from time to time. All expenses time be reasonably requested or as are necessary, in the opinion of Crestmark relating Lender, to searching, establish and maintain valid continuing security interests as established herein in the Reserve Account Collateral and to pay any filing or protecting other fees relative thereto. To the Security Interest are part extent permitted by law, Borrower also authorizes Lender to file such financing statements without the signature of Borrower as debtor. Notwithstanding any other provision hereof, upon the occurrence and during the continuance of a Default, any funds held in the Reserve Account or any interest thereon and any funds in the NOI Account shall be subject to the provisions of the Obligations.
C. The Security Interest gives Crestmark rights with respect Loan Documents and may be applied by Lender to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any payment of the obligations of BorrowerBorrower under the Loan Documents as Lender may determine in its sole discretion or as may otherwise be provided by the Loan Documents; provided, however, that no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as provided herein. Funds held in the Reserve Account and (iv) Borrower must notify Crestmark immediately if it knows NOI Account may be commingled with other funds held by Lender provided that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerfunds may only be utilized in accordance with this Loan Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Loan Agreement (Sb Partners)
Security Interest. A. As security for the prompt payment in full by the Borrower of every amount due to the Lender under this Agreement and under the Note and for the performance in full of every other obligation of the Borrower hereunder and under the Note to the Lender (collectively, the "Obligations"), the Borrower hereby irrevocably grants to Crestmark the Lender, a continuing security interest in and lien upon all of its assets, the Borrower's Accounts Receivable (as such term is defined in the UCC) (the "Collateral") whether now owned or existing or hereafter arisingacquired, owned, existing or arising (whether acquired by contract or operation of law) and wherever located including located, which shall be retained by the Lender, until the Obligations have been indefeasibly paid in full in cash and otherwise performed in full and this Agreement terminated. The Borrower covenants and agrees that it shall procure that the security interest granted hereunder in the Collateral shall at all times be a valid, first-priority perfected security interest, enforceable against the Borrower and all third parties in accordance with the terms hereof as security for the Obligations. For the purposes of this Section 3, capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the UCC. The definition of Collateral for the purposes hereof includes, without limitation, the following property of the Borrower:
(a) All Receivables and Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Propertycontract rights, specifically identified Commercial Tort ClaimsGeneral Intangibles (such term as used in this Agreement to exclude all computer software, Documentsrelated documentation, Deposit and other intellectual property arising therefrom) and all proceeds therefrom and all other rights of the Borrower to the payment of money including, without limitation, amounts due from Affiliates of the Borrower, tax refunds and insurance proceeds; all rights of Borrower to enforce, collect and receive payments on such Receivables, Accounts, Letter Chattel Paper, Instruments, contract rights and General Intangibles and the Borrower's rights thereunder, whether at law or in equity, including, without limitation, any rights of Credit Rightsthe Borrower to bring an action to enforce rights to repossess, sequester, replevy, seize and foreclose upon the Equipment, Inventory, Goods, Chattel Paper or properties whose sale, lease or use gave rise to, or is governed by, the Receivables, Accounts, Chattel Paper, Instruments, contract rights and General Intangibles, Contract Rights, customer lists, furniture or which otherwise secure the performance of any obligation due and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), owing to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralReceivables, including a UCC-1 financing statement listing the Collateral as "All assets of the DebtorChattel Paper, now existing and hereafter arisingAccounts Receivable, wherever located," or similar termsInstruments, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the contract rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerGeneral Intangibles.
Appears in 1 contract
Sources: Credit and Security Agreement (Computer Outsourcing Services Inc)
Security Interest. A. Borrower grants to Crestmark a (a) As security interest in for the payment and performance of any and all of its assetsthe Indebtedness and the performance of all other obligations and covenants of the Obligors hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, wherever located including which are now, or may at any time or times hereafter be owing by the Obligors to the Bank, the Obligors hereby pledge to the Bank and give the Bank a continuing security interest in and general Lien upon and right of set-off against, all Accountsright, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture title and fixtures, books and records and supporting obligations for any interest of the foregoingObligors in and to the Collateral, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations whether now owed owned or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingObligors.
B. Borrower gives Crestmark all (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest care in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights connection with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third personsits possession, particularly Collateral consisting of deposit accounts, investment property, letter of credit to take any steps necessary to preserve any rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant to preserve any other rights therein against prior parties, and the Obligors agree to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Obligor may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Obligors shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising.
(c) At any time and from time to time after an Event of Default, Bank may, with or without notice to the Obligors, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (ivii) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes or other obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after an Account whether or not such disputes are deemed valid by BorrowerEvent of Default direct the disposition of any proceeds of any Collateral.
Appears in 1 contract
Sources: Term Loan, Revolving Credit and Security Agreement (Able Telcom Holding Corp)
Security Interest. A. Borrower (a) The Seller hereby grants to Crestmark the Agent, for its own benefit and for the ratable benefit of the Purchaser Agents and Purchasers, a security interest in all Receivables, Related Security, Collections and Lock-Box Accounts to secure the payment of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, amounts other than Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture owing hereunder and fixtures, books and records and supporting obligations for any (to the extent of the foregoingSold Interest) to secure the repayment of all Investment.
(b) The Seller hereby assigns and otherwise transfers to the Agent (for the benefit of the Agent, each Purchaser Agent, each Purchaser and any other Person to whom any amount is owed hereunder), all of the Seller's right, title and interest 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 Seller from the Originators under or in connection with the Purchase Agreement (including fees, expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreements) and (b) all rights, remedies, powers, privileges and claims of the Seller against the Originators under or in connection with the Purchase Agreement. All provisions of the Purchase Agreement shall inure to the benefit of, and all Proceeds of may be relied upon by, the foregoing (Agent, each Purchaser Agent, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Agent shall have the meanings assigned sole right to them in enforce the Uniform Commercial Code Seller's rights and remedies under the Purchase Agreement to the same extent as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingSeller could absent this assignment, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing but without any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of on the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at Agent, any time after a Default that is not cured within the applicable cure period to notify Purchaser Agent, any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights Purchaser or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility Person to perform any of the obligations of Borrower; the Seller under the Purchase Agreement (or the promissory note executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith.
(ivc) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerThis agreement shall be a security agreement for purposes of the UCC. Upon the occurrence of a Termination Event, the Agent shall have all rights and remedies provided under the UCC as in effect in all applicable jurisdictions.
Appears in 1 contract
Security Interest. A. Borrower grants (a) Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to Crestmark a security interest as the ("Purchased Items"): all Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Loan Documents, including without limitation all promissory notes, all Servicing Records (as defined in Section 24(c)), servicing agreements and any other collateral pledged 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 any Mortgage Loan, all servicing fees to which such Seller is entitled and rights relating to the Mortgage Loans, any Servicer accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all purchase agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of its assetsthe foregoing to the extent they relate to 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 Takeout Commitments now existing or hereafter arising, wherever located covering any part of the foregoing Purchased Items, all rights to deliver the Mortgage Loans to Takeout Investors or to permanent investors and other purchasers pursuant thereto and all proceeds resulting from the disposition of such Purchased Items pursuant thereto, including the Seller's right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment, all Accounts"general intangibles", Goods"accounts", Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified "chattel paper" and "investment property" as defined in the Uniform Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture Code relating to or constituting any and fixtures, books and records and supporting obligations for any all of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed replacements, substitutions, distributions on or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Master Repurchase Agreement (Starnet Financial Inc)
Security Interest. A. Borrower grants 26.1 As continuing security for the payment and discharge of all obligations and Liabilities, you hereby charge, by way of first fixed charge in favour of GS and its Affiliates, with full title guarantee and free from any adverse interest, all right, title to Crestmark a security and interest in Assets held by GS on your behalf, and all of your rights, title or interest in, to or under any contract with GS or any of its assetsAffiliates (subject to the netting, now existing set-off and recoupment rights thereunder or hereafter arisingunder this Agreement) whether arising prior to the date of this Agreement or thereafter and whether liquidated, wherever located unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, financial, physical, secured or unsecured. To the extent that you continue to have any rights or interest in Collateral or Margin that has been taken by GS, then the Security Interest shall extend to those rights and that interest. Where You are acting under the Agreement as agent on behalf of an Underlying Client, the Security Interest granted by You on behalf of such Underlying Client or granted by the Underlying Client itself by executing a copy of the Agreement shall act as continuing security only for the payment and discharge of all Liabilities of such Underlying Client. The covenants implied by the Law of Property (Miscellaneous Provisions) Act 1994 in the charges contained in or created pursuant to the Agreement are construed with the omission of:
26.1.1 the words “other than any charges, encumbrances or rights which that person does not and could not reasonably be expected to know about” in section 3(1) of that Act; and
26.1.2 section 6(2) of that Act.
26.2 Where You are acting as agent on behalf of an Underlying Client, You represent, undertake and warrant on the date of these Terms and on a continuing basis that You hold and will at all times hold all requisite authorities from the Underlying Client to grant the Security Interest in respect of Assets held on behalf of such Underlying Client, except to the extent that the Security Interest in respect of Assets held on behalf of such Underlying Client is granted by the Underlying Client itself by executing a copy of the Agreement.
26.3 The Security Interest shall remain in full force and effect by way of continuing security and shall not be affected in any way by any settlement of account (whether or not any Indebtedness remains outstanding thereafter) or other matter and shall be in addition to any other security, guarantee or indemnity held by GS or its Affiliates or any other person in respect of your Indebtedness.
26.4 You (or Your Underlying Client, where applicable) irrevocably authorise GS at any time after the occurrence of an Event of Default or an event of default, termination event or other similar event under any other agreement between you and GS or its Affiliates (including any OTC derivative documentation) in relation to you, if any amount due to GS or its Affiliates from you has not been paid when due (or on demand, if so payable), at any time after demand is made on you, to:
26.4.1 sell or otherwise realise all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for or any of the foregoing, Custody Assets as GS in its sole and all Proceeds absolute discretion thinks fit;
26.4.2 to apply the proceeds of sale or any Client Money held by GS on your behalf in or towards discharge of the foregoing Liabilities; or
26.4.3 apply or set off any credit balance and claim (whether or not then due or payable) to which you are at any time entitled, in or towards payment or against all or any Liabilities. For this purpose GS may convert one currency into any other currency at the "Collateral")then prevailing market rate. GS shall use reasonable efforts to obtain the best price available for any sales or realisations of Custody Assets.
26.5 Following an Event of Default under these Terms or an event of default, termination event or other similar event under any other agreement between you and GS or its Affiliates (including any OTC derivative documentation) in relation to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmarkyou, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined GS shall have the meanings assigned right to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and appropriate all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the ObligationsAssets in or towards discharge of all Liabilities. For this purpose, the parties agree that the value of the appropriated Assets shall be (as applicable):
26.5.1 the market value of the Assets determined by GS by reference to a public index or by such other process as GS may select, including independent valuation; or
26.5.2 the amount of the Assets constituting cash, together with any accrued by unposted interest that is paid in relation to such cash, at the time the right of appropriation is exercised. The parties further agree that the method of valuation provided for in this clause shall constitute a commercially reasonable method of valuation.
C. The Security Interest gives Crestmark rights 26.6 Where GS so exercises the power of sale as contained in Clause 1.4 of Section 4 of Part B (Custody Services) above, the price obtained by GS shall be no less than the best price that would have been reasonably obtainable had GS sold Custody Assets to an independent buyer dealing with respect to GS at arm’s length. GS shall on request provide you with evidence showing compliance with this Clause 1.6;
26.7 GS may give up, deal with, vary, exchange or abstain from perfecting or enforcing any other security at any time and discharge any party thereto, and realise the Collateral and same as GS thinks fit without in any way affecting or prejudicing the Security Interest and this Agreement imposes duties upon Borrower which relate to Interest.
26.8 For the Collateral. Some purpose of perfecting or enforcing the rights and duties areSecurity Interest: (i) the right of Crestmark if GS so requests at any time after or times, you shall promptly execute and sign all such transfers, assignments, powers of attorney, further assurances or other documents and do all such other acts and things as may reasonably be required to vest or to realise the Security Interest or any of it in GS or to the order of GS or to a Default that is not cured within purchaser or transferee to perfect or preserve the applicable cure period to notify any persons who may hold any part rights and interests of GS in respect of the CollateralSecurity Interest (including, such as Account Debtors without limitation, the institution and other debtorsconduct of legal proceedings) or for the exercise by GS of all or any of the powers, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with authorities and discretions conferred on GS by the Account DebtorsAgreement; and (ii) Borrower, after a default which is not cured within you hereby irrevocably authorise GS on its behalf and in its name or otherwise to take the applicable cure period, must cooperate with Crestmark actions specified in obtaining control (i). In respect of any Collateral obligations owed to an Affiliate of GS where GS is Custodian or Sub-Custodian of the Assets in the possession Account, GS holds the benefit of third personsthe Security Interest as trustee for such Affiliate. In enforcing its rights hereunder, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights GS may act in its discretion and without regard to any tax or other Collateral which is evidenced by electronic entries; (iii) except for the right consequences that you may face as a result of Borrower such actions.
26.9 At your request, GS may, in its sole and absolute discretion, permit you to (I) sell its inventory in the ordinary course dispose of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer otherwise deal with any of the Collateral Assets. You (or grant any other security interest in the CollateralYour Underlying Client, except as Crestmark may specifically agree where applicable) shall not otherwise be entitled to in writing. Borrower remains liable to perform all dispose of its obligations or otherwise deal with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations Assets. If at any time GS consents to such disposition or dealing, that consent shall in no way constitute a waiver of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that GS’ right to refuse to give its consent to any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerother request.
Appears in 1 contract
Sources: Custody Agreement (Exor N.V.)
Security Interest. A. Borrower 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 assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to Crestmark the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in in, all of its assetsthe Seller's right, title and interest in and to (A) the Originator Purchase Agreement and the Undertaking (Originator), including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (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 Originator Purchase Agreement or the Undertaking (Originator), (iii) all rights of the Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (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 acquired or arising, wherever located the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the UCC), including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for undivided interests in any of the foregoing, (C) the Lock-Boxes and all Proceeds of the foregoing (the "Collateral")Deposit Accounts, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or and any funds on deposit in any such account, and (D) to the Lockbox Account. All capitalized terms used in this Section 8A which are extent not otherwise defined shall have the meanings assigned to them included in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingforegoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark and all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsforegoing.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Receivables Purchase Agreement (AbitibiBowater Inc.)
Security Interest. A. Borrower In consideration of the covenants and agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Crestmark Landlord a continuing security interest in and to all personal property of its assetsTenant located or left at the Premises and the Security Deposit, if any, and any advance rent payment or other deposit, now existing in or hereafter arisingdelivered to or coming into the possession, wherever located including all Accountscustody or control of Landlord, Goodsby or for the account of Tenant, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for together with any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest")increase in profits or proceeds from such property. The Collateral also includes security interest granted to Landlord hereunder secures payment and performance of all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in obligations of Tenant under this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations Lease now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kindexisting, naturewhether direct or indirect, absolute or contingent, or description sold due or leased or services rendered, and all proceeds of any of to become due. In the forgoing.
B. Borrower gives Crestmark all of the rights event of a secured party default under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default Lease which is not cured within the applicable cure grace period, must cooperate with Crestmark if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the State of Maryland Commercial Code and otherwise available at law or in obtaining control of any Collateral in equity, including, but not limited to, the possession of third persons, particularly Collateral consisting of deposit accounts, investment right to retain as damages the personal property, letter Security Deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of credit rights this Section, or other Collateral which is evidenced as otherwise reasonably requested by electronic entries; Landlord, including without limitation, execution of a UCC-1 financing statement. Tenant’s failure to execute such documents within ten (iii10) except for days after written demand shall constitute a material default by Tenant hereunder and, at Landlord’s option, Landlord shall have the right to execute such documents on behalf of Borrower Tenant as Tenant’s attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact, and Landlord shall have the right to (I) sell its inventory execute such documents in Tenant’s name. Tenant hereby waives any rights it may have under the State of Maryland Civil Code which are inconsistent with Landlord’s rights under this Section. Landlord’s rights under this Section are in addition to Landlord’s rights under Sections 5 and 13. Notwithstanding anything to the contrary contained in Section 57 of this Lease, the security interest granted by Tenant to Landlord shall be automatically subordinated to the security interest, if any, granted to Tenant’s lenders in the ordinary course of Tenant’s business. At Tenant’s request, (II) provide samples Landlord shall execute a lien waiver, the form of its products which shall be reasonably satisfactory to customers on a trial basisLandlord, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other waiving Landlord’s security interest in the Collateral, except as Crestmark may specifically agree to collateral described in writing. Borrower remains liable to perform all of its obligations with respect to any such lien waiver (which collateral shall exclude the Collateral such as Improvements and any fixtures installed in the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerPremises).
Appears in 1 contract
Security Interest. A. Borrower grants On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to Crestmark be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:
(i) the Purchased Assets;
(ii) the Records related to the Purchased Assets;
(iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets);
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Assets;
(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset;
(vii) any Servicing Rights relating to any Purchased Asset;
(viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance;
(ix) any Income relating to any Purchased Asset;
(x) the Custodial Account;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any Hedge Agreements relating to any Purchased Asset;
(xiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset;
(xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets;
(xvi) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, in all of its assetsinstances, whether now owned or hereafter acquired, now existing or hereafter arising, created and wherever located including all Accounts(collectively, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"“Repurchase Assets”), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Security Interest. A. Borrower Lessee hereby grants to Crestmark Lessor, to secure the payment and performance in full of all of Lessee's obligations under the Lease, a security interest in all of its assets, Equipment acquired or to be acquired pursuant to this Agreement in which Lessee may now existing or hereafter arisinghave rights, wherever located and all parts, accessories, accessions and attachments thereto, and all replacements, substitutions and exchanges (including trade-ins) for such goods, together with proceeds of all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, including goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and all Proceeds of supporting obligations relating to the foregoing Equipment (the "Collateral"), . If the Equipments to secure repayment of be subject to a Lease Schedule designated as a True Lease Schedule," the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights foregoing grant of a secured party under security interest is made on a precautionary basis and shall not of itself be a factor in determining whether the UCCCollateral secures an obligation or whether the Lease creates a security interest. Borrower grants Crestmark the authority Lessee hereby irrevocably authorizes Lessor to file all appropriate documentation for Crestmark to perfect its security interest in the Collateraland record UCC financing statements, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing amendments thereto and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights other lien recordation documents with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the CollateralEquipment, ratifies such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations authorization with respect to any UCC financing statements or amendments thereto prior to the Collateral such as the recognition date of any warranties in inventory sold Lease, and Crestmark is under no responsibility agrees to perform pay or reimburse Lessor for any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that filing, recording or stamp fees or taxes arising from any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.filings. THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW, THE PARTIES HERETO CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND AND Agency Agreement THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. Dated as of: January 1, 2002 FLEET CAPITAL CORPORATION NEW JERSEY NATURAL GAS COMPANY
Appears in 1 contract
Sources: Master Equipment Lease Agreement (New Jersey Resources Corp)
Security Interest. A. Borrower (a) To secure the prompt payment of the Required Payments and to secure the performance by Transferee of its other obli- gations hereunder, Transferee, effective as of the Commencement Date, pledges to Transferor and grants to Crestmark Transferor a security , interest in Transferee ' s Pledged Revenues and in all equipment, machinery and furniture owned by Transferor and used in connection with the Existing Operations and all equipment, machinery and furniture acquired and installed in replacement therefor or - in substitution therefor; provided, however, that such pledge and grant of security interest with respect to Pledged Revenues shall be subject and subordinate to Transferee ' s grant of a security interest in and pledge of the "Gross Revenues, " as defined in the Bond Indentures, to Transferor in its capacity as issuer of the Bonds, which pledge and security interest have been assigned" to the Trustee under the Bond Indentures . This grant of a security •• interest shall remain in full force and effect until all payments required by this Agreement have been made.
(b) Transferee (as Debtor) and Transferor ( as Secured Party) will each execute a Form UCC-1 Financing Statement to be recorded in the public records of its assets▇▇▇▇▇▇▇▇▇ County, now existing Georgia designating as the "Collateral " the Pledged Revenues and all equipment, machinery and furniture owned by Transferor and used in connection with the r . Existing Operations and all equipment, machinery and furniture acquired and installed in replacement therefor in substitution therefor. Transferee will cause the Form UCC-i Financing Statement prepared for recording in the public records, as provided in this paragraph, to be recorded in the public records of ▇▇▇▇▇▇▇▇▇ County, Georgia. Transferor and Transferee hereby agree that they shall make, execute and record or hereafter arisingfile such continuation statements • as may be necessary or advisable in order to perfect, wherever located including all Accountspreserve and maintain Transferor ' s title to, Goodslien upon and security interest in the properties, Inventoryright and interests referred to in this Section. Transferee shall be responsible for notifying Transferor as to the need to make, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture execute and fixtures, books and records and supporting obligations for record or file any of the foregoing. Transferor shall, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time, at the request of Transferee, execute such releases as may be necessary to permit the Transferee to dispose of Property in accordance with Article V hereof . All expenses Transferor' s consent to a release of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect its security interest shall not be required except and to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate same extent as required for a disposition of property pursuant to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.Article V. SECTION
Appears in 1 contract
Sources: Site Entitlement Lease Agreement
Security Interest. A. Borrower grants This Assignment constitutes (i) a valid transfer and ----------------- assignment to Crestmark a security the Trust of all right, title and interest of the Transferor in all of its assets, and to Receivables now existing or and hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit created in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedAdditional Accounts designated hereby, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person except for (x) Liens permitted under Section 2.5 (b) of the forgoing.
B. Borrower gives Crestmark all Pooling and Servicing Agreement, (y) the interest of the rights Transferor as holder of the Seller Interest, and (z) the Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; and/or (ii) it constitutes a grant of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest (as defined in the CollateralUCC as in effect in the applicable jurisdiction) in such property to the Trust, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights which is enforceable with respect to the Collateral existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the Security Interest UCC as in effect in the applicable jurisdiction) thereof and this Agreement imposes duties Insurance Proceeds relating thereto upon Borrower which relate the conveyance of such Receivables to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basisTrust, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations which will be enforceable with respect to the Collateral such as the recognition of any warranties Receivables thereafter created in inventory sold and Crestmark is under no responsibility to perform any respect of the obligations Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of Borrowersuch Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, upon such creation; and (iviii) Borrower must notify Crestmark immediately if it knows that any 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 in the case of the Receivables of such Additional Accounts thereafter created and the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5 (b) of the Pooling and Servicing Agreement, the interest of the Transferor as holder of the Seller Interest, and the Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account Debtor disputes an and the Principal Account whether or not such disputes are deemed valid by Borroweras provided in the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Consumers Master Trust)
Security Interest. A. Borrower grants On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to Crestmark which the Buyers otherwise pay the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. 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, as security for the performance by Seller of its Obligations, Seller hereby pledges to the Administrative Agent, as agent for the Buyers, and hereby grants, assigns and pledges to the Administrative Agent, as agent for the Buyers, a fully perfected first priority security interest in all of its assetsthe Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter arising, created and wherever located including (collectively, the “Repurchase Assets”):
(i) the Purchased Mortgage Loans;
(ii) the Mortgage File and Records related to the Purchased Mortgage Loans;
(iii) all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Servicing Rights related to the Purchased Mortgage Loans;
(iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans);
(v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;
(vi) any Takeout Commitments relating to any Purchased Mortgage Loan;
(vii) any Closing Protection Letter relating to any Purchased Mortgage Loan;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, specifically identified Commercial Tort Claimsincluding, Documentsbut not limited to, Deposit Accountsany payments or proceeds under any related primary insurance or hazard insurance;
(ix) all Income relating to any Purchased Mortgage Loan;
(x) the Inbound Account;
(xi) the Haircut Account;
(xii) any Hedge Agreements relating to any Purchased Mortgage Loan;
(xiii) any other contract rights, Letter accounts, deposit accounts (including any interest of Credit RightsSeller in escrow accounts), General Intangiblespayments, Contract Rightsrights to payment (including payments of interest or finance charges), customer listsand general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan,
(xiv) any other assets relating to the Purchased Mortgage Loans (including, furniture without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans;
(xv) any and fixturesall replacements or substitutions for, books proceeds (including the related securitization proceeds) of, and records and supporting obligations for distributions on or with respect to any of the foregoing; and
(xvi) any other property, and all Proceeds of the foregoing (the "Collateral")rights, to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies title or interests as are specified on deposit with Crestmark, or on deposit a Mortgage Loan Schedule and/or Transaction Request and/or in the Lockbox AccountWarehouse Electronic System. All capitalized terms used in this Section 8A which are not otherwise defined shall have Seller acknowledges that it has no rights to service the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC")Purchased Mortgage Loans. Without limiting the forgoing, "Accounts" will also mean generality of the foregoing and include in the event that Seller is deemed to retain any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services renderedresidual Servicing Rights, and all proceeds for the avoidance of any of doubt, Seller grants, assigns and pledges to the forgoing.
B. Borrower gives Crestmark all of Administrative Agent, as agent for the rights of Buyers, a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the CollateralServicing Rights and proceeds related thereto and in all instances, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtorwhether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and hereafter arising, wherever located," Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Administrative Agent to file such financing statement or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark statements relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral Repurchase Assets and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such Servicing Rights as the recognition Administrative Agent, at its option, may deem appropriate, without the signature of Seller thereon. Seller shall pay the filing costs for any warranties in inventory sold and Crestmark is under no responsibility financing statement or statements prepared pursuant to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerthis Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Security Interest. A. Borrower 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 to Crestmark the Lender a continuing security interest in and security title to all of its assetsthe following property 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 thereto (collectively, the “Pledged Collateral”):
(a) the Pledged Interests and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the certificates representing any of the 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 time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for, any or all of the Pledged Interests, whether now existing owned or hereafter arisingacquired by such Pledgor;
(b) all of such Pledgor’s rights, wherever located including powers 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, the “Operating Agreements”) and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the “Partnership Agreements”), as applicable; and
(c) to the extent not otherwise included, all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter proceeds of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture any and fixtures, books and records and supporting obligations for any all of the foregoing. Without limiting the generality of the foregoing, and this Agreement secures the payment of all Proceeds of the foregoing (the "Collateral"), to secure repayment amounts that constitute part of the Obligations ("Security Interest")and would be owed by the Borrowers to the Lender but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Borrower. The Collateral also includes Each Pledgor has delivered to and deposited with the Lender all monies on deposit 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 Crestmarkrespect to such certificates. In addition, or on deposit in each Pledgor has delivered to the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in Lender all of the Uniform Commercial Code as adopted financing statements, in the State of Michigan (the "UCC"). Without limiting the forgoingsuitable form for recording, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark with respect to all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Pledged Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within represented by certificates that are necessary to perfect the applicable cure period security interest granted to notify any persons who may hold any part 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, such as Account Debtors including, without limitation, all voting, consensual and other debtorsdividend rights, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral shall remain in the possession Pledgors until the occurrence of third persons, particularly Collateral consisting an Event of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for Default and until the right of Borrower to (I) sell its inventory in Lender shall notify the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any Pledgors of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all Lender’s exercise of its obligations with respect voting and consensual rights to the Pledged Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility pursuant to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerSection 10 hereof.
Appears in 1 contract
Sources: Stock Pledge Agreement (Old Evangeline Downs Capital Corp)
Security Interest. A. Borrower grants Mortgagor shall not replace or supplement any furniture, furnishings, machinery or equipment now or hereafter installed or located on the Subject Premises with any other furniture, furnishings, machinery, or equipment which is subject to Crestmark a security interest in all of its assetsany type without the prior written consent of Mortgagee. Any default by Mortgagor under this provision shall be a material breach of Mortgagor's covenants under this Mortgage, now existing or hereafter arisingthe Notes, wherever located including all Accountsthe Loan Agreement, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, and the other Relevant Documents, Deposit Accountsand the other documents, Letter agreements, instruments or other writings entered into in connection herewith or in connection with the obligation secured hereby and shall, at the option of Credit RightsMortgagee, General Intangiblesconstitute an Event of Default hereunder and thereunder entitling Mortgagee to all rights and remedies provided herein, Contract Rightstherein, customer lists, furniture and fixtures, books and records and supporting obligations for or by law in the event of an Event of Default under any of the foregoingterms and provisions hereof or of the Notes, of the Loan Agreement, or of the other Relevant Documents. Any security interest of a third person in any such furniture, furnishings, machinery, or equipment shall be subordinate to the lien of this Mortgage, any law or decision to the contrary notwithstanding.
B. From time to time, upon demand made by Mortgagee, Mortgagor shall, with fifteen (15) days following the date of any such demand, execute and deliver to Mortgagee a security agreement and financing and continuation statements, in form and substance satisfactory to Mortgagee, covering all of Mortgagor's right, title and interest in and to all furniture, furnishings, fixtures, and equipment then attached to, installed or located in or used in connection with the operation of any portion or all Proceeds of the foregoing (Subject Premises, the "Collateral"), to secure repayment of the Obligations ("Security Interest")replacements and proceeds thereof. The Collateral also includes all monies on deposit with Crestmarkcost of preparing and filing such financing and continuation statements and preparing such security agreements shall be paid by Mortgagor to Mortgagee upon demand, or on deposit in shall bear interest at the Lockbox AccountDefault Rate until paid, and shall be secured by the lien hereof. All capitalized terms used in this Section 8A which are not otherwise defined shall have Mortgagor hereby irrevocably consents to the meanings assigned to them in the Uniform Commercial Code as adopted in the State making and filing of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms continuation statements deemed necessary by Mortgagee. If Mortgagor shall fail for any reason to execute and deliver financing statements hereunder, Mortgagee may execute, deliver and file such financing statements and Mortgagor appoints Mortgagee as its attorney-in-fact for the purpose of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods executing, delivering and filing such financing statements. This power of any kindattorney is coupled with an interest and is irrevocable. A carbon, naturephotographic, or description sold other reproduction of this Mortgage, or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral relating hereto, shall be sufficient as "All assets of the Debtor, now existing a financing statement and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligationsfiled in any public office as a financing statement.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.
Appears in 1 contract
Sources: Mortgage (Usa Detergents Inc)
Security Interest. A. Borrower (a) The Seller hereby grants to Crestmark 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 otherwise transfers to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser), all of its assetsthe Seller’s right, now existing title and interest 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 hereafter arisingprotect such assignment. This assignment includes (a) all monies due and to become due to the Seller from the Originators or the Parent under or in connection with the Purchase Agreement (including fees, wherever located including expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreement) and (b) all Accountsrights, Goodsremedies, Inventorypowers, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture privileges and fixtures, books and records and supporting obligations for any claims of the foregoingSeller 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 all Proceeds 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 foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Instructing Group) shall have the meanings assigned sole right to them in enforce the Uniform Commercial Code Seller’s rights and remedies under the Purchase Agreement to the same extent as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingSeller could absent this assignment, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing but without any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of on the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to Administrative Agent, the Co-Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at Agents, any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights Purchaser or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility Person to perform any of the obligations of Borrower; the Seller under the Purchase Agreement (or the promissory note executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith.
(ivc) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerThis 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 and remedies provided under the UCC as in effect in all applicable jurisdictions.
Appears in 1 contract
Security Interest. A. Borrower grants Section 8 of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Crestmark be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Payment Account, the Margin Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of its assetssuch Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all Proceeds of the foregoing (the "Collateral"“Repurchase Assets”), to secure repayment provided that no Default, Event of Default or Margin Deficit exists, the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Buyer shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect release its security interest in the Collateral, including a UCC-1 Purchased Mortgage Loans upon payment in full to the Buyer of the Repurchase Price with respect thereto. The Sellers hereby authorize the Buyer to file such financing statement listing or statements relating to the Collateral Repurchase Assets without each Seller’s signature thereon as "All assets the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Debtor, now existing Repurchase Price for all Purchased Mortgage Loans and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect all other amounts due hereunder to the Collateral Buyer and the Security Interest and this Agreement imposes duties upon Borrower which relate to performance of all obligations under the Collateral. Some of Repurchase Documents, the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell Buyer shall release its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrowerremaining Repurchase Assets.”
Appears in 1 contract
Sources: Master Repurchase Agreement (Fieldstone Investment Corp)
Security Interest. A. Borrower In consideration of the covenants and ------------------- agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Crestmark Landlord a continuing security interest in and to all of its assetspersonal property owned (not leased) by Tenant and located or left at the Leased Premises and the Security Deposit, if any, and any advance rent payment or other deposit, now existing in or hereafter arisingdelivered to or coming into the possession, wherever located including all Accountscustody or control of Landlord, Goodsby or for the account of Tenant, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for together with any of the foregoing, and all Proceeds of the foregoing (the "Collateral"), to secure repayment of the Obligations ("Security Interest")increase in profits or proceeds from such property. The Collateral also includes security interest granted to Landlord hereunder secures payment and performance of all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in obligations of Tenant under this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations Lease now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kindexisting, naturewhether direct or indirect, absolute or contingent, or description sold due or leased or services rendered, and all proceeds of any of to become due. In the forgoing.
B. Borrower gives Crestmark all of the rights event of a secured party default under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default Lease which is not cured within the applicable cure grace period, must cooperate with Crestmark if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Commonwealth of Virginia Uniform Commercial Code and otherwise available at law or in obtaining control of any Collateral in equity, including, but not limited to, the possession of third persons, particularly Collateral consisting of deposit accounts, investment right to retain as damages the personal property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, Security Deposit and other assets between its funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be reasonably necessary to carry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Tenant's failure to execute such documents within ten (10) business locationsdays after written demand shall constitute a material default by Tenant hereunder. Tenant hereby waives any rights it may have under the Commonwealth of Virginia Uniform Commercial Code which are inconsistent with Landlord's rights under this Section. Landlord's rights under this Section are in addition to Landlord's rights under Sections 11 and 14. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 27(E), Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the CollateralTHE SECURITY INTEREST GRANTED BY TENANT TO LANDLORD SHALL BE SUBORDINATE TO THE SECURITY INTEREST, except as Crestmark may specifically agree to in writingIF ANY, GRANTED TO TENANT'S LENDERS IN THE ORDINARY COURSE OF TENANT'S BUSINESS. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and AT TENANT'S REQUEST, LANDLORD SHALL, WITHIN TEN (iv10) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerDAYS OF RECEIPT OF ANY SUCH LIEN WAIVER FROM TENANT, EXECUTE A LIEN WAIVER, THE FORM OF WHICH SHALL BE REASONABLY SATISFACTORY TO LANDLORD, WAIVING LANDLORD'S SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN ANY SUCH LIEN WAIVER.
Appears in 1 contract
Security Interest. A. Borrower (a) To secure the prompt payment to Lender of the Obligations, each Borrower, EPSC and ADI hereby assigns, pledges and grants to Crestmark Lender a continuing security interest in and to the Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located, whether or not the same is subject to Article 9 of the UCC; provided, however, the foregoing grant of a security interest and lien shall not include any rights or interests of any Borrower, EPSC or ADI under any licenses, leases or other contracts if and to the extent that (i) the terms of the agreement or agreements creating or evidencing such rights or interests prohibit such grant and (ii) the term prohibiting such grant is effective as a matter of law and has not been waived or the consent of the necessary party to the grant to Lender has not been obtained; provided, further, (x) if any such prohibition is subsequently lifted, terminated or is otherwise no longer effective as a matter of law or is waived or the consent of the necessary party is obtained, a security interest therein in all favor of its assetsLender shall automatically arise hereunder without any further action on the part of any Borrower, now existing EPSC, ADI or hereafter arisingLender and (y) nothing contained herein shall be deemed to limit, wherever located including all Accountsimpair or otherwise affect Lender's security interest in any rights or interests of any Borrower, GoodsEPSC or ADI in or to monies due or to become due under any such agreement. All of Borrowers', InventoryEPSC's and ADI's ledger sheets, Equipmentfiles, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixturesrecords, books of account, business papers and records documents relating to the Collateral shall, until delivered to or removed by Lender, be kept by Borrowers, EPSC and supporting obligations ADI in trust for any Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of the foregoingassignment hereafter executed by Borrowers, EPSC and all Proceeds of ADI shall be deemed to include the foregoing (grant, whether or not the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined shall have the meanings assigned to them in the Uniform Commercial Code as adopted in the State of Michigan (the "UCC"). Without limiting the forgoing, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of the forgoingsame appears therein.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to (b) Lender may file all appropriate documentation for Crestmark to perfect its one or more financing statements disclosing Lender's security interest in the CollateralCollateral without a Borrower's, including EPSC's or ADI's signature appearing thereon or Lender may sign on a UCC-1 financing statement listing the Collateral Borrower's, EPSC's or ADI's behalf as "All assets provided in paragraph 13 hereof. The parties agree that a carbon, photographic or other reproduction of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to shall be sufficient as a financing statement. If any Receivable or any ADC Receivable becomes evidenced by a promissory note or any other instrument for the Collateral. Some payment of the rights and duties are: (i) the right of Crestmark at any time after a Default that is not cured within money, the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which EPSC or ADI will or will cause ADC to immediately deliver such instrument to Lender appropriately endorsed."
(d) Paragraph 7 is not cured within the applicable cure period, must cooperate with Crestmark amended in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower its entirety to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility to perform any of the obligations of Borrower; and (iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by Borrower.follows:
Appears in 1 contract
Sources: Amendment and Assumption Agreement (Ecoscience Corp/De)
Security Interest. A. Borrower (a) The Seller hereby grants to Crestmark the Agent, for its own benefit and for the ratable benefit of the Purchasers, a security interest in all Receivables, Related Security, Collections and Lock-Box Accounts to secure the payment of its assets, now existing or hereafter arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, amounts other than Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture owing hereunder and fixtures, books and records and supporting obligations for any (to the extent of the foregoingSold Interest) to secure the repayment of all Investment. The Seller and Collection Agent shall hold in trust for the benefit of the 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 other than the Agent and the Purchasers (and to the Collection Agent, in payment of the Collection Agent Fee to the extent permitted hereto) (whether as payment on a Note or otherwise) until all amounts owed under the Transaction Documents the Agent and the Purchasers shall have been indefeasibly paid in full.
(b) The Seller hereby assigns and otherwise transfers to the Agent (for the benefit of the Agent, each Purchaser and any other Person to whom any amount is owed hereunder), all of the Seller’s right, title and interest in, to and under the Purchase Agreement and the Limited Guaranty as security for fulfillment of Seller’s obligations under the Transaction Documents. 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 Seller from the Originators or the Parent under or in connection with the Purchase Agreement and the Limited Guaranty (including fees, expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreement) and (b) all rights, remedies, powers, privileges and claims of the Seller against the Originators or the Parent under or in connection with the Purchase Agreement and the Limited Guaranty. All provisions of the Purchase Agreement and the Limited Guaranty shall inure to the benefit of, and all Proceeds of may be relied upon by, the foregoing (Agent, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the "Collateral"), to secure repayment of the Obligations ("Security Interest"). The Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A which are not otherwise defined Agent shall have the meanings assigned sole right to them in enforce the Uniform Commercial Code Seller’s rights and remedies under the Purchase Agreement and the Limited Guaranty to the same extent as adopted in the State of Michigan (the "UCC"). Without limiting the forgoingSeller could absent this assignment, "Accounts" will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing but without any obligation for payment for goods of any kind, nature, or description sold or leased or services rendered, and all proceeds of any of on the forgoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its security interest in the Collateral, including a UCC-1 financing statement listing the Collateral as "All assets of the Debtor, now existing and hereafter arising, wherever located," or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at Agent, any time after a Default that is not cured within the applicable cure period to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark's Security Interest. Borrower understands that Crestmark may verify Accounts with the Account Debtors; (ii) Borrower, after a default which is not cured within the applicable cure period, must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of deposit accounts, investment property, letter of credit rights Purchaser or other Collateral which is evidenced by electronic entries; (iii) except for the right of Borrower to (I) sell its inventory in the ordinary course of business, (II) provide samples of its products to customers on a trial basis, and (III) move its inventory, equipment, and other assets between its business locations, Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in inventory sold and Crestmark is under no responsibility Person to perform any of the obligations of Borrower; the Seller under the Purchase Agreement (or the promissory note executed thereunder) or the Limited Guaranty. All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith.
(ivc) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account whether or not such disputes are deemed valid by BorrowerThis agreement shall be a security agreement for purposes of the UCC. Upon the occurrence of a Termination Event, the Agent shall have all rights and remedies provided under the UCC as in effect in all applicable jurisdictions.
Appears in 1 contract
Sources: Receivables Sale Agreement (Albany International Corp /De/)