Confirmation of Intent; Security Interest Sample Clauses

Confirmation of Intent; Security Interest. The Seller and Recco intend that the sales, contributions, transfers and assignments herein contemplated constitute sales and/or contributions, transfers and assignments outright, and not for security, of the Purchased Contracts and the Other Conveyed Property, conveying good title thereto free and clear of any Liens, from Seller to Recco, and that the Purchased Contracts and the Other Conveyed Property shall not be a part of Seller's estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other similar proceeding under any federal or state bankruptcy law with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Recco or the holders of the Lender Note to the Seller, the Seller hereby grants to Recco a first priority security interest in all of the Seller's right, title and interest in and to the Purchased Contracts and the Other Conveyed Property conveyed pursuant to Section 2.1(a) hereof, and hereby agree that this Sale Agreement shall constitute a security agreement under the UCC and applicable law.
Sample 1
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Confirmation of Intent; Security Interest. The parties hereto intend that the transfers to Xxxxx by the Seller of the property and assets described in Section 2.1 including, without limitation, the Purchased Contracts, all monies due or to become due with respect thereto and all collateral security therefor, all proceeds of the foregoing, including, without limitation, all Recoveries, as provided for herein be treated under applicable state law and Federal bankruptcy law, at all times and in each case, as absolute and complete sales by the Seller to Xxxxx; provided, however, that if for any reason any such transfer is not considered a sale, the Seller hereby grants to Xxxxx a security interest in all of the Seller's right, title and interest in the Purchased Contracts and all other assets transferred to Xxxxx pursuant to Section 2.1(a) hereof, as collateral security for the repayment by the Seller of a loan in the amount of the aggregate Purchase Price paid to it and this Agreement shall constitute a "security agreement" within the meaning of Article 9 of the UCC.
Sample 1
Confirmation of Intent; Security Interest. The parties hereto intend that the transfers to Fincx xx the Seller of Purchased Contracts, all monies due or to become due with respect thereto and all collateral security therefor, all proceeds of the foregoing, including, without limitation, all Recoveries, as provided for herein be treated under applicable state law and federal bankruptcy law, at all times and in each case, as absolute and complete sales by the Seller to Fincx; xxovided, however, that if for any reason any such transfer is not considered a sale, the Seller hereby grants to Fincx x xecurity interest in all such transferor's right, title and interest in the Purchased Contracts and all other assets transferred to Fincx xxxsuant to Sections 2.1(a) and 2.1(b) hereof, as collateral security for the repayment by the Seller of a loan in the amount of the aggregate Purchase Price paid to it.
Sample 1
Confirmation of Intent; Security Interest. The parties hereto intend that the transfers to Recco by the Seller of Purchased Contracts, all monies due or to become due with respect thereto and all collateral security therefor, all proceeds of the foregoing, including, without limitation, all Recoveries, as provided for herein be treated under applicable state law and federal bankruptcy law, at all times and in each case, as absolute and complete sales by the Seller to Recco; provided, however, that if for any reason any such transfer is not considered a sale, the Seller hereby grants to Recco a security interest in all such transferor's right, title and interest in the Purchased Contracts and all other assets transferred to Recco pursuant to Sections 2.1(a) and 2.1(b) hereof, as collateral security for the repayment by the Seller of a loan in the amount of the aggregate Purchase Price paid to it.
Sample 1

Related to Confirmation of Intent; Security Interest

  • Protection of Interest in Collateral With respect to the Collateral acquired by the Borrower, the Borrower will (i) acquire such Collateral pursuant to and in accordance with the terms of the Sale Agreement or directly from an unaffiliated third party, (ii) at the Borrower’s expense, take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loans and that portion of the Collateral in which a security interest may be perfected by filing and maintaining (at the Borrower’s expense), effective financing statements against the Borrower in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) permit the Administrative Agent or its respective agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the Responsible Officers of the Borrower having knowledge of such matters, which visits shall be subject to the limitations set forth in the final sentence of clause (d) above, and (iv) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral.

  • Confirmation of Intent The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.

  • Termination of Interest in Collateral No Note Holder nor any other Indenture Indemnitee shall, as such, have any further interest in, or other right with respect to, the Collateral when and if the Original Amount of, Make-Whole Amount, if any, and interest on and other amounts due under all Equipment Notes held by such Note Holder and all other sums then due and payable to such Note Holder, such Indenture Indemnitee or the Mortgagee hereunder (including, without limitation, under the third paragraph of Section 2.02 hereof) and under the other Operative Agreements by the Owner and all Related Secured Obligations (collectively, the “Secured Obligations”) shall have been paid in full.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and conditions of the IP Agreement and acknowledges, confirms and agrees that the IP Agreement contains an accurate and complete listing of all Intellectual Property.

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

  • Security Interest in the Collateral To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Borrower shall xxxx its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall promptly provide Agent with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, such Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Grant of General Security Interest in Collateral 3.1 As security for the Obligations of Debtor, Debtor hereby grants the Collateral Agent, for the benefit of the Lenders, a security interest in the Collateral.

  • Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

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