Certain Security Clause Samples

Certain Security. For the purpose of securing MCF (a) in the payment of any and all sums of money that may become due and owing MCF from Seller by reason of this Agreement, (b) in the performance by Seller of Seller's obligations hereunder, and under any other agreement, contract, document, note or other instrument in favor of MCF or its assignees and (c) in the performance of all the obligations of all Affiliates (as hereinafter defined) under each Affiliate’s agreements, contracts, documents, notes or other instruments in favor of MCF or its assigns, Seller hereby grants to MCF a security interest in (i) all of Seller's present and future inventory, accounts, account and contract rights, contracts, drafts, acceptances, documents, instruments, chattel paper, deposit accounts, general intangibles and all products and proceeds therefrom, including all returned or repossessed goods, as well as all books and records pertaining to all of the foregoing, (ii) all amounts due as Residual Payments or withheld by MCF as the Reserve pursuant to Section 6 hereof and (iii) all money and other funds of Seller now or hereafter in the possession, custody or control of MCF, from whatever source (the “Collateral”). The term “Affiliate” shall mean with respect to any person or entity in question, any other person or entity owned or controlled by, or which owns or controls or is under common control or is otherwise affiliated with such person or entity in question. Seller agrees to execute and deliver such financing statements under the applicable UCC and other documents, and make such entries and markings in its books and records and to take all such other actions, as MCF may request to further evidence, perfect, preserve or protect the security interest granted to MCF hereunder. MCF shall have all rights and remedies in respect of the lien and security interest herein granted as are provided in this Agreement, the UCC and other applicable law, including the right at any time, before or after any default by Seller of any of its obligations hereunder, to notify account debtors and obligors on instruments to make payment to MCF (or its designee) and to take control of proceeds to which MCF is entitled, and to apply proceeds to (in addition to other obligations of Seller to MCF) the reasonable attorneys' fees and legal expenses incurred by MCF in connection with the disposition of collateral or the other exercise of rights and remedies by MCF. Seller hereby authorizes MCF to file in any jurisdi...

Certain Security. For the purpose of securing KBK (a) in the payment of any and all sums of money (including, without limitation, all attorneys' fees and other fees and costs) that may become due and owing KBK from Seller by reason of this Agreement, (b) in the performance by Seller of Seller's obligations hereunder, and under any other agreement contract document, note or legal instrument in favor of KBK or its assignees and (c) in the performance of all the obligations of all Affiliates under each Affiliate's agreements, contracts, documents, note or legal instruments in favor of KBK or its assigns, Seller hereby grants to KBK a security interest in (i) all of Seller's present and future inventory, accounts, account and contract rights, contracts, notes, drafts, acceptances, documents, instruments, chattel paper, general intangibles (including, but not limited to, all

Certain Security. For the purpose of securing KBK (a) in the payment of any and all sums of money that

Certain Security. (i) To secure the repayment of the Secured Obligations, ---------------- the Borrower will execute and deliver to the Agent the Pledge Agreement substantially in the form of Exhibit "H", together with a duly-executed control agreement with respect to the securities account described in the Pledge Agreement and all appropriate Form UCC-1 financing statements. (ii) Prior to the advances of the Term Loan hereunder, the Borrower will deposit, or cause to be deposited, into a securities account maintained with ___________________ and subject to a first Encumbrance in favor of the Agent (for the benefit of the Lenders) Qualifying Securities with a value equal to at least $20,000,000. (iii) So long as no Event of Default or Potential Default then exists, the Borrower may request from time to time that the Agent, with the prior written consent of all Lenders, release all or a portion of the Qualifying Securities from the Encumbrance created or purported to be created under the Pledge Agreement. Each such request shall be made by the Borrower to the Agent in writing at least thirty (30) days but not more than ninety (90) days prior to the date when such Qualifying Securities are to be released. The Borrower shall provide the Agent with any information or documentation that the Agent may reasonably request in support of the requested release of Qualifying Securities. The Agent and the Lenders shall use their best efforts to respond to such request in a timely manner; provided, however, that neither the Agent nor any Lender shall be liable in any manner for failing to respond to any such request, such response to be in the sole and absolute discretion of each Lender, and the failure of the Agent or any Lender to so respond shall be deemed to be a negative response from the Agent or such Lender, as the case may be. Any Qualifying Securities released pursuant to this Section 2.14 shall be liquidated by the Borrower, and the proceeds thereof shall be used by the Borrower solely for the purposes described in Section 4.1(iv)(x), (y) and (z) below. (iv) Notwithstanding the foregoing, so long as no Event of Default or Potential Default then exists, in the event that (as a result of a prepayment or otherwise) the then current value (as determined by the Agent) of the Qualifying Securities subject to a perfected first priority Encumbrance in favor of the Agent (on behalf of the Lenders) exceeds the aggregate outstanding principal amount of the Term Loans at any time, the Agen...