Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. (b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder. (c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (International Lease Finance Corp), Term Loan Credit Agreement (ILFC Holdings, Inc.), Term Loan Credit Agreement (International Lease Finance Corp)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) the Loan, except in each case to along with the extent not required under related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Loan to the sale and granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral nor granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been sold terminated. The Seller is not aware of the filing of any judgment or is currently pledgedtax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, assigned as applicable, that constitute or otherwise encumbered other than pursuant evidence each Loan has been, or subject to the terms hereof or of the Security Documents and except for Permitted Liensdelivery requirements contained herein, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to will be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensif any), the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties, or, with respect to the Leases, in favor ; and
(ix) none of the Borrower Parties underlying promissory notes or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorLoan Registers, as applicable) under , that constitute or evidence the Leases Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Administrative Agent, on behalf of the Secured Parties.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (ai) The Security In the event that the transfer by the Seller to the Issuer of any Conveyed Assets is determined not to be an absolute transfer, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest is effective to create in favor of the Collateral Agent Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Seller in, to and under such Conveyed Assets, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against all creditors of and purchasers from the Issuer.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as security for defined in the Secured ObligationsUCC).
(iii) The Seller owns the Conveyed Assets being conveyed hereunder, subject in priority to no other Liens free and clear of any lien, claim or encumbrance of any Person (other than Permitted Liens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Assets hereunder).
(other than, iv) The Seller has caused the filing of all appropriate financing statements in the case of priority, proper filing office in the Permitted Lien described appropriate jurisdictions under applicable law in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary order to perfect and protect such the security interest in such Conveyed Assets granted to the Issuer under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case this Agreement to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liensperfection can be achieved by filing a financing statement.
(bv) None Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Assets hereunder), the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Assets. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering such Conveyed Assets other than (1) any financing statement relating to the security interest Granted to the Issuer under this Agreement or the Master Participation Agreement, and (2) any financing statement that has been terminated in its entirety or, if necessary, amended to release such Conveyed Assets. The Seller is not aware of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liensjudgment, employee benefit or tax lien filings against it.
Appears in 3 contracts
Sources: Master Loan Sale Agreement (Stepstone Private Credit Fund LLC), Master Loan Sale Agreement (Stepstone Private Credit Fund LLC), Loan Sale Agreement (AG Twin Brook Capital Income Fund)
Security Interest. This Agreement will constitute a security agreement under the Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and FUNDER’s right to realize the Purchased Amount, as and to the extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to FUNDER a security interest in and lien upon: (a) The Security Agreement creates a valid all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to FUNDER upon the taking of the actions required hereby or thereby) perfected request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in favor all of Merchant’s assets of any kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s)(s) each hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, and FUNDER may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorAdditional Collateral, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 3 contracts
Sources: Revenue Purchase Agreement (Clearday, Inc.), Revenue Purchase Agreement (Clearday, Inc.), Revenue Purchase Agreement (Clearday, Inc.)
Security Interest. (a) The Security Agreement creates Parties intend the Company’s assignment pursuant to the first sentence of Section 4.2(a) to be a valid and (upon the taking present assignment of all of the actions required Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby or thereby) perfected security interest in favor grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Collateral Agent in the Collateral as security for the Secured ObligationsCompany’s now owned and hereafter acquired or arising, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) whether governed by Article 9 of the definition of Permitted Lien)UCC or other law, wherever located, and all filings proceeds and other actions necessary products thereof, right, title and interest, if any (legal, equitable or otherwise) to perfect all Recoveries (and protect such security interest under any lockbox or account set up for the laws receipt of the United States, Ireland and each Other Relevant Jurisdiction have been Recoveries after the Inception Date) (or in “Recoveries Collateral”) to secure all of the case of future Collateral will be) duly taken, enforceable against Company’s obligations to remit the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case Recoveries to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensReinsurer.
(b) None Upon the failure of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant Company to remit Recoveries to the terms hereof Reinsurer, which failure remains uncured ten (10) days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or of under Applicable Law, the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in following rights:
(i) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Nebraska, the State of Illinois, or any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated applicable jurisdiction (or agreed the “UCC”), as though all the Recoveries Collateral constituted property subject to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or a security interest under Article 9 thereof; and
(ii) any other mortgage registries, including the International Registry, or filing records that may be applicable right to the Collateral or any Pool Aircraft Collateral intercept and retain monies and property in any other relevant jurisdiction, other than such filings lockbox or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, account set up for the benefit receipt of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderRecoveries.
(c) The This Section 4.3 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Section 4.2(a), and the express intent of the Parties in entering into this Agreement, the Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer’s rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect the intent of the Parties that this Section 4.3 be interpreted as such.
(d) Nothing contained herein shall be construed to support the conclusion that the Company will retain any ownership of or any rights in the Recoveries Collateral after the Inception Date or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Inception Date.
(e) The Company shall execute and deliver and the Reinsurer is authorized to execute and deliver any and all financing statements reasonably requested by the Reinsurer to the Pool Aircraft are held free extent that it may appear appropriate to the Reinsurer to file such financing statements in order to perfect the Reinsurer’s title under Article 9 of the UCC to any and clear of any Adverse Claim other than Permitted Liensall Recoveries Collateral and the Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first perfected security interest. All costs and expenses incurred in connection with obtaining a first priority, perfected security interest shall be borne by the Reinsurer.
Appears in 3 contracts
Sources: Reinsurance Agreement, Reinsurance Agreement (Allstate Corp), Stock Purchase Agreement (Allstate Corp)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) the Asset, except in each case to along with the extent not required under related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral nor granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been sold terminated. The Seller is not aware of the filing of any judgment or is currently pledgedtax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, assigned as applicable, that constitute or otherwise encumbered other than pursuant evidence each Loan has been, or subject to the terms hereof or of the Security Documents and except for Permitted Liensdelivery requirements contained herein, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to will be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensif any), the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Assets solely on behalf of and for the benefit of the Secured Parties, or, with respect to the Leases, in favor ;
(ix) none of the Borrower Parties underlying promissory notes or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorLoan Registers, as applicable) under , that constitute or evidence the Leases Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Administrative Agent, on behalf of the Secured Parties; and
(x) none of the Collateral has been pledged or otherwise made subject to a Lien.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Borrower’s rights in the Collateral Portfolio in favor of the Collateral Agent in the Collateral as security for Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Borrower;
(ii) the Collateral Portfolio is comprised of “instruments”, “financial assets”, “security entitlements”, “general intangibles”, “chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo);
(iii) with respect to Collateral Portfolio that constitute “financial assets”:
a. all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and
b. the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, except in each case including with respect to the extent not required under investment of cash in Permitted Investments.
(iv) the Express Perfection Requirements. Subject Collection Account constitutes a “securities account” as defined in the applicable UCC;
(v) the Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Local Requirements ExceptionCollateral Agent, for the relevant Owner Subsidiary benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;
(vi) the Borrower owns and has good and marketable legal title to its respective Pool Aircraft(or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
(bvii) None the Borrower has received all consents and approvals required by the terms of any Loan Asset to the granting of a security interest in the Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties;
(viii) the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required;
(ix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral nor Portfolio. The Borrower has not authorized the filing of and is not aware of any Pool Aircraft financing statements against the Borrower that include a description of collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Contribution Agreement, (B) that has been sold terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.07. The Borrower is currently not aware of the filing of any judgment or Tax lien filings against the Borrower;
(x) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(xi) other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties;
(xii) none of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the Collateral Agent, on behalf of the Secured Parties;
(xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the terms hereof or Collection Account and in the control of the Security Documents and except for Permitted LiensAccount Bank, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings blank by an effective Indorsement or registrations that have has been terminated (or agreed to be terminated by registered in the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor name of the Collateral Agent, for the benefit of the Secured Parties, or, upon original issue or registration of transfer by the Borrower of such certificated security; and
(xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the Leases, Collection Account and in favor the control of the Account Bank, the Borrower Parties or shall cause the Lessee thereunder.
(c) The rights and obligations issuer of each Owner Subsidiary and each Intermediate Lessee (as lessorsuch uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as applicable) under the Leases to which it is registered owner of such uncertificated security, or enter into a party with respect control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Pool Aircraft are held free Collateral Agent and clear of any Adverse Claim other than Permitted Liensthe Administrative Agent.
Appears in 3 contracts
Sources: Loan and Servicing Agreement, Loan and Servicing Agreement (NF Investment Corp.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Security Interest. (a) The Security Agreement creates a valid For and (upon the taking in consideration of the actions required sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby or thereby) perfected security interest acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Collateral Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest in the Collateral as security for the Secured ObligationsPledged Collateral, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to secure the extent not required under punctual payment and performance of all the Express Perfection RequirementsObligations. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good The Borrower covenants and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in agrees that (i) with respect to the Pledged Collateral consisting of the Securities Account, the property held therein and any UCC financing statements filed against and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by and all proceeds thereof, except as expressly permitted in §4.2 above, the secured parties referenced therein) Administrative Agent has sole and exclusive control over such Pledged Collateral and the UCC financing statements filed Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with Permitted Liens substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) it shall not take any other mortgage registries, including action or omit to take any action that would result in the International Registry, or filing records that may be applicable termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the Collateral Deposit Account and the Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any Pool Aircraft Collateral in any margin or other relevant jurisdiction, other than such filings credit to or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBorrower.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD), Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Sale Assets in favor of the Collateral Agent in the Collateral as Buyer, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Liens, and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) the Receivables and Related Security constitute “instruments”, except “general intangibles”, “tangible chattel paper” or “accounts” (each as defined in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exceptionapplicable UCC);
(iii) Fair, the relevant Owner Subsidiary has ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ collectively own and have good and marketable legal title to its respective Pool Aircraft, the Sale Assets free and clear of Liens any Lien of any Person (other than Permitted Liens.the Liens created by this Agreement);
(biv) None the Seller has received all consents and approvals required by the terms of any Receivable, if any, to the sale and granting of a security interest in the Sale Assets hereunder to the Buyer;
(v) all appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership or security interest in the Receivables and in the other Sale Assets, to the extent that ownership or a security interest in such other Sale Assets may be perfected by the filing of a financing statement;
(vi) other than the security interest granted to the Buyer, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral nor Sale Assets. The Seller has not authorized the filing of and is not aware of any Pool Aircraft Collateral financing statements against the Seller that include a collateral description covering the Sale Assets other than any financing statement (A) relating to the ownership of or security interest granted to the Buyer under this Agreement, or (B) that has been sold terminated and/or fully and validly assigned to the Buyer on or prior to the Closing Date. The Seller is currently not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each instrument that constitutes or evidences each Receivable have been delivered to the Buyer, and copies thereof have been delivered to the Servicer; and
(viii) none of the Underlying Instruments that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBuyer.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CLST Holdings, Inc.), Purchase and Sale Agreement (CLST Holdings, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Seller;
(ii) each of the Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC (and if constituting “tangible chattel paper”, the sole “secured party’s original” marked as such Borrower Parties, except in each case shall have been delivered to the extent not required under Collateral Custodian);
(iii) the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral nor any Pool Aircraft Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has been sold or is currently not pledged, assigned assigned, sold, granted a security interest in or otherwise encumbered conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than pursuant any financing statement (A) relating to the terms hereof security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the Security Documents and except for Permitted Liensfiling of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (as applicable, that constitute or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registryevidence each Loan has been, or filing records that may subject to the delivery requirements contained herein, will be applicable delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensif any), the Security Agreement or any other Security Document in favor copies of the Collateral AgentLoan Registers that constitute or evidence the Assets and any tangible chattel paper, if applicable, in each case solely on behalf of and for the benefit of the Secured Parties;
(ix) none of the underlying promissory notes or Loan Registers or tangible chattel paper, oras applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties;
(x) none of the Collateral has been pledged or otherwise made subject to a Lien; and
(xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the LeasesCollateral is the State of New York, in favor the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Borrower Secured Parties or and (2) any Asset comprising certificated securities within the Lessee thereunder.
(c) The rights and obligations meaning of each Owner Subsidiary and each Intermediate Lessee (as lessorthe UCC, as applicable) under the Leases to which it is a party with respect such Assets have been delivered to the Pool Aircraft are held free Collateral Custodian and clear indorsed in blank to the Collateral Custodian solely on behalf of any Adverse Claim other than Permitted Liensand for the benefit of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (a) The Security Agreement creates Borrower hereby unconditionally grants and assigns to the Lender and its successors and assigns a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest in favor and security title to the Stock. The Borrower hereby delivers to the Lender all of its right, title and interest in and to the Collateral Agent Stock, together with certificates representing the Stock and stock powers endorsed in the Collateral blank, as security for (i) all obligations of the Secured ObligationsBorrower to the Lender hereunder, subject and (ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in priority to no other Liens (other than Permitted Liens (other thanblank by the Borrower. Beneficial ownership of the Stock, including all voting, consensual and dividend rights, shall remain in the case Borrower until the occurrence of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liensa Default.
(b) None If, prior to repayment in full of the Collateral nor Loan, the aggregate book value of the Stock becomes less than $13,400,000, the Borrower shall promptly deliver to the Lender on demand additional collateral of a type and value acceptable to the Lender (and the Lender’s judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of $13,400,000. The Borrower shall also execute any Pool Aircraft Collateral has been sold or security documents the Lender may request to evidence and perfect the Lender’s rights in such additional collateral. If at any time such additional collateral is currently pledged, assigned or otherwise encumbered other than no longer required pursuant to this Section l(b), the terms hereof or Lender shall release its security interest in such additional collateral upon the request of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBorrower.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Stock Pledge Agreement, Loan and Stock Pledge Agreement (Thomasville Bancshares Inc)
Security Interest. Unless prohibited by applicable laws or our records show that you hold the Account in a representative capacity, in addition to our rights of recoupment and set-off as provided above, as security for all present and future indebtedness or other obligations you (aincluding any joint account holder) The Security owe to us or any of our Affiliates under the Agreement creates or otherwise, you grant to us and our Affiliates a valid present and (upon the taking of the actions required hereby or thereby) perfected continuing consensual security interest in favor the Account and any other accounts you (including any joint account holder) may have with us or any of the Collateral Agent our Affiliates, including all Items which are now or may in the Collateral as security for future be presented or deposited to the Secured ObligationsAccount or any of such other accounts, subject in priority all present and future proceeds of or related to no the Account or any of such other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)accounts, and all filings and funds or other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (credits now or in the case future in or associated with the Account or any of future Collateral will be) duly takensuch other accounts. You expressly acknowledge and agree that “our Affiliates” as used in this section includes Belize Bank International Limited, enforceable against and thus that your non-Belizean denominated accounts are subject to these provisions. To enforce the applicable Borrower Parties foregoing security interest and creditors of to realize thereon, we may endorse Items presented for deposit or collection and purchasers from take such Borrower Parties, except in each case other actions as we deem necessary or appropriate with respect to the extent not required under the Express Perfection RequirementsAccount or any of such other accounts, all without prior notice to you, and you grant us an irrevocable power of attorney to undertake such acts in your name. Subject You agree that our security interest will apply to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements joint Accounts which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral owned in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, orcapacity as described under “Recoupment and Set-off” above and, with respect to such Accounts, you make all of the Leasessame agreements regarding our security interest that you make above regarding our rights of recoupment and set-off. If our exercise of any of the foregoing rights diminishes the balance in any Account, causing transactions or Items to be rejected, returned or dishonoured, we will have no liability in connection therewith. You expressly agree that, in favor any instance when we are contemplating exercising our security interest rights against one or more of your Accounts, we may in our sole discretion place a temporary or indefinite administrative hold or freeze on your Account(s) or any portion of the Borrower Parties or funds in your Account(s) which we deem appropriate, in lieu of actually seizing the Lessee thereunderfunds immediately.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Client Deposit & Services Agreement, Client Deposit & Services Agreement
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Assets in favor of the Collateral Agent in the Collateral as security for Trustee, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) each Loan constitutes either a “general intangible”, except in each case to an “account” or an “instrument”, within the extent not required under meaning of the Express Perfection Requirements. Subject to applicable UCC;
(iii) the Local Requirements Exception, the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Assets free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Loan to the transfer and granting of a security interest in such Loan hereunder to the Trustee, on behalf of the Collateral nor Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Loans and that portion of the Assets in which a security interest may be perfected by filing granted to the Trustee, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of the Assets. The Seller has not authorized the filing of and is not aware of any financing statements that include a description of collateral covering the Assets other than any financing statement (A) relating to the security interest granted to the Depositor under the Originator Sale Agreement and assigned to Seller under the Depositor Sale Agreement, (B) relating to the security interest granted to the Seller under the Depositor Sale Agreement, (C) that has been sold or is currently pledged, terminated and/or fully and validly assigned or otherwise encumbered other than pursuant to the terms Trustee on or prior to the date hereof or (D) relating to the Related Security related to a Senior Subordinated Loan or a Junior Subordinated Loan. The Seller is not aware of the Security Documents and except for Permitted Liensfiling of any judgment, no Collateral nor any Pool Aircraft Collateral is described in ERISA or tax lien filings against the Seller;
(ivii) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (all original executed copies of each underlying promissory note or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens copies of each Loan Register, as applicable, that constitute or (ii) any other mortgage registries, including the International Registryevidence each Loan has been, or filing records that may be applicable subject to the Collateral delivery requirements contained herein, will be delivered to the Trustee;
(viii) the Seller has received a written acknowledgment from the Trustee that the Trustee or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by if any) and/or the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Loans solely on behalf of and for the benefit of the Secured Parties, or, with respect to the Leases, in favor ; and
(ix) none of the Borrower Parties underlying promissory notes or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorLoan Registers, as applicable) under , that constitute or evidence the Leases Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Trustee, on behalf of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (MCG Capital Corp), Sale and Servicing Agreement (MCG Capital Corp)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured prompt and complete payment and performance of all the Obligations, Debtor hereby grants to Lender a first priority security interest (subject to Priority Liens) in priority all of Debtor’s right, title interest in, to no other Liens (other than Permitted Liens (other than, and under the Collateral described in Exhibit A. Notwithstanding the case of priorityforegoing, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under granted herein shall not extend to and the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent term “Collateral” shall not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in include (i) any UCC financing statements filed against General Intangibles of the Debtor (whether owned or held as licensee or lessee or otherwise including, for the avoidance of doubt, leasehold interests as lessee or sublessee under real property leases and subleases) to the extent that the granting of a security interest therein would be contrary to applicable law or create a default under any Transaction Party other than UCC financing statements which have been terminated agreement governing such property, right or license (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens but only if such restrictions are enforceable as a matter of law); or (ii) any other mortgage registries, including equipment financed by another lender or lessor under documentation that prohibits the International Registry, granting of a second lien thereon executed prior to the date of this Agreement or filing records that may be applicable which is subject to a Permitted Lien. GENERAL SECURITY AGREEMENT
(b) Lender’s security interest in the Collateral shall attach to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by without further act on the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor part of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties Lender or the Lessee thereunderDebtor.
(c) The rights Except for Priority Liens, in which case Lender’s security interest shall be junior to third parties holding such Priority Liens, such security interest constitutes a valid, and obligations upon the filing of each Owner Subsidiary UCC financing statements and each Intermediate Lessee (as lessorcopyright filings with the appropriate governmental authorities, as applicable) under first priority, security interest in the Leases to which it is presently existing Collateral, and will constitute a party with respect to valid, security interest in Collateral acquired after the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liensdate hereof.
Appears in 2 contracts
Sources: Credit Agreement (ADESTO TECHNOLOGIES Corp), Credit Agreement (ADESTO TECHNOLOGIES Corp)
Security Interest. (ai) The Security In the event that the conveyance by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest is effective to create in favor of the Collateral Agent Issuer a valid and continuing security interest (as defined in the Collateral as UCC) in all of the right, title and interest of the Depositor in, to and under such Conveyed Collateral, which security for the Secured Obligations, subject in priority interest is perfected and is prior to no all other Liens liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and is enforceable as such against, all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Depositor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, except an Instrument, a Certificated Security or a general intangible (as defined in each case the UCC).
(iii) Upon the conveyance by the Depositor to the extent not required under the Express Perfection Requirements. Subject Issuer of any Conveyed Collateral pursuant to the Local Requirements Exceptionthis Agreement or any Subsequent Transfer Agreement, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, Issuer will own such Conveyed Collateral free and clear of Liens any and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens).
(biv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer.
(v) The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Depositor has not authorized the filing of, and is not aware of, any financing statements against the Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it.
(vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Cut-Off Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian.
(viii) None of the Collateral nor any Pool Aircraft Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the Issuer or in blank or to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (NewStar Financial, Inc.), Master Loan Sale Agreement (NewStar Financial, Inc.)
Security Interest. Subject to the Collateral Sharing Agreement:
(a) The Security Agreement creates a valid Effective from and (upon after the taking Closing, the Seller hereby grants to the Buyer to secure the payment and performance in full of all of the actions required hereby Seller’s obligations under this Agreement, including the payment of past and future Participation Payments and if applicable, the NPV Value, a continuing security interest in the Collateral, including the Product Collateral, wherever located, whether now owned or therebyhereafter acquired or arising, and all proceeds and products thereof. The Seller represents, warrants, and covenants that the security interest granted [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. above shall, subject to Section 1.5(b) and Section 1.5(c), at all times continue to be a perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured ObligationsCollateral, subject in priority only to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None Effective immediately upon the Loan Repayment, (i) the Buyer’s Lien in all of the Released Collateral nor shall be released without any Pool Aircraft further action of any party and (ii) subject to Section 1.5(c), Buyer’s Lien in the Product Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant shall continue as a first priority security interest junior only to the terms hereof or of the Post-Security Documents and except for Interest Release Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described provided that the Buyer agrees to perfect such security interest as set forth in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated Section 1.5(e). At the Seller’s expense, the Buyer shall, and hereby authorizes the Seller (or agreed any agent of the Seller) to be terminated prepare and file, at any time within [ * ] Business Days following the Loan Repayment, all documents and take all other actions reasonably requested by the secured parties referenced therein) and Seller to evidence the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including release of Buyer’s Lien on the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderReleased Collateral.
(c) The Upon the earlier of (i) the occurrence of a Seller Lien Release Triggering Event or (ii) the occurrence of an Acquiror Lien Release Triggering Event, the Buyer’s Lien in all of the Collateral (or, if either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, the Buyer’s Lien in all of the Product Collateral) shall be released without any further action of any party. At the Seller’s expense, the Buyer shall, and hereby authorizes the Seller (or any agent of the Seller) to prepare and file, at any time within [ * ] Business Days following the occurrence of either (i) or (ii) in this Section 1.5(c), all documents and take all other actions reasonably requested by the Seller to evidence the release of the Buyer’s Lien on the Collateral (or, if either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, to evidence the release of the Buyer’s Lien in all of the Product Collateral).
(d) Following the Seller’s failure to make full and prompt payment of any portion of the Payment Stream when due, but in any event subject to Section 5.4(c) (such failure, a “Payment Breach”), the Buyer shall be entitled to exercise all rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorremedies available under this Agreement including, without limitation, as applicableset forth on Exhibit B which is hereby incorporated by reference into this Section 1.5 with the same force and effect as if set forth herein, but in any event subject to the terms of the Collateral Sharing Agreement. In addition and without limiting the foregoing, effective automatically upon the Seller failing to pay when due [ * ] consecutive Participation Payments to the Buyer (subject to extension of the due dates under Section 5.4(c)) (the date on which such second consecutive Participation Payment was due and payable, the “Mandatory Repurchase Offer Date”), the Seller shall, and shall be deemed to, have made an offer to the Buyer to repurchase the Revenue Participation Right (the “NPV Termination Offer”) and to terminate this Agreement for a repurchase price equal to the then net present value of the Payment Stream (the “NPV Value”). The NPV Termination Offer shall be deemed to have been accepted by the Buyer as of the Mandatory Repurchase Offer Date unless, within [ * ] days following such date, the Buyer shall have delivered written notice to the Seller declining the NPV Termination Offer. If the Buyer shall not have so declined the NPV Termination Offer, the Seller shall pay the NPV Value to the Buyer in cash, in a single payment, on the [ * ] calendar day following the Mandatory Repurchase Offer Date. The foregoing repurchase shall be on an “as is where is” basis without any express or implied representation or warranty of any kind whatsoever by the Buyer, in its capacity as seller under the Leases foregoing repurchase. The parties hereto agree that the NPV Value shall be determined based upon (i) an [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assumed discount rate of [ * ]% over the Prime Rate then in effect, (ii) the [ * ] of [ * ] and as [ * ] to [ * ], and (iii) [ * ] in the [ * ] for [ * ]. The Seller shall, [ * ] of [ * ] of the [ * ] by the [ * ], deliver a confidential copy of such [ * ] to Buyer for the sole purpose of documenting the NPV Value.
(e) The Seller hereby authorizes the Buyer to file financing statements or take any other action required to perfect the Buyer’s security interests (i) in the Collateral other than the Product Collateral, at any time during which it is a party the Collateral Sharing Agreement remains in effect, with respect notice to the Pool Aircraft are held free Seller, or (ii) in the Product Collateral, at any time following the first Marketing Approval of the Product; in either case, in all appropriate jurisdictions to perfect or protect the Buyer’s interest or rights hereunder, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by the Seller, or any other Person, shall be deemed to violate the rights of the Buyer under the Code. The Seller further agrees to procure, deliver or execute and clear of any Adverse Claim other than Permitted Liensdeliver to the Buyer, from time to time, all additional security agreements, instruments and documents, including the Intellectual Property Security Agreement, each in form and substance reasonably satisfactory to the Buyer, to perfect or protect the Buyer’s security interests in the Collateral in accordance with this Section 1.5(e).
Appears in 2 contracts
Sources: Revenue Participation Agreement, Revenue Participation Agreement (Sunesis Pharmaceuticals Inc)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Conveyed Assets in favor of the Collateral Agent in the Collateral as Purchaser, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Seller;
(ii) the Loans, along with the related Loan Files, are comprised of “instruments,” “securities entitlements,” “general intangibles” (including “payment intangibles”), “tangible chattel paper,” “accounts,” “certificated securities,” “uncertificated securities,” “supporting obligations,” or “insurance” (each as defined in the applicable UCC), real property and/or such Borrower Parties, except in each case to the extent not required other category of collateral under the Express Perfection Requirements. Subject applicable UCC as to which the Local Requirements Exception, Seller has complied with its obligations under this Section 3.01(v);
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft(or with respect to assets securing any Loans, a valid security interest in) the applicable Conveyed Assets on each Purchase Date, free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Loan, to the conveyance thereof and the granting of a security interest in the Loans to the Purchaser;
(v) the Seller has caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Conveyed Assets in which a security interest may be perfected by any filing of a UCC financing statement; provided that filings in respect of real property shall not be required;
(vi) except as otherwise expressly permitted by the terms of this Agreement and the Loan Agreement and other than the security interest granted to the Purchaser and the Collateral nor Agent, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of the Conveyed Assets. The Seller has not authorized the filing of and is not aware of any UCC financing statements against the Seller that include a description of collateral covering the Conveyed Assets other than any UCC financing statement (A) relating to the security interest granted to the Purchaser under this Agreement or (B) that has been sold terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is currently not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan have been, or subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Collateral Agent;
(viii) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Collateral Agent, on behalf of the Security Documents and except for Permitted LiensSecured Parties;
(ix) with respect to any Conveyed Asset that constitutes a “certificated security”, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings blank by an effective Indorsement or registrations that have has been terminated (or agreed to be terminated by registered in the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor name of the Collateral Agent, for the benefit of the Secured Parties, or, upon original issue or registration of transfer by the Purchaser of such certificated security; and
(x) with respect to any Conveyed Asset that constitutes an “uncertificated security”, the LeasesSeller has caused the issuer of such uncertificated security to register the Collateral Agent, in favor on behalf of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorSecured Parties, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear registered owner of any Adverse Claim other than Permitted Lienssuch uncertificated security.
Appears in 2 contracts
Sources: Loan Sale Agreement (Oaktree Specialty Lending Corp), Loan Sale Agreement (Fifth Street Senior Floating Rate Corp.)
Security Interest. This Assignment constitutes either: (ai) The Security Agreement creates ----------------- a valid transfer and (upon assignment to the taking Trust of the actions required hereby or thereby) perfected security all right, title and interest of Chase USA in favor of the Collateral Agent and to Receivables now existing and hereafter created in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Additional Accounts designated hereby, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been proceeds (or as defined in the case UCC as in effect in the State of future Collateral New York) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated held by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held Trust free and clear of any Adverse Claim other than Permitted LiensLien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA'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; or (ii) a grant of a security interest (as defined in the UCC as in effect in the State of New York) in such property to the Trust, which is enforceable with respect to existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Addi- tional Accounts designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if 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 proceeds (as defined in the UCC as in effect in the State of New York) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in the State of New York), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Chase Manhattan Bank Usa), Pooling and Servicing Agreement (Chase Manhattan Bank Usa)
Security Interest. (a) The Security This Agreement creates a valid and continuing security interest (upon as defined in the taking applicable UCC) in favor of the actions Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective or will be made on the Effective Date.
(i) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(ii) the Collateral is comprised of “instruments”, “general intangibles”, “deposit accounts”, “investment property”, “chattel paper” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n).
(iii) with respect to Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the UCC as in effect from time-to-time in the State of New York:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Collection Account, the Operating Account and the Funding Account; and
(2) none of the Collection Account, the Operating Account or the Funding Account is in the name of any Person other than the Borrower, and each of the Collection Account, the Operating Account and the Funding Account is subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of the Collection Account, and the depository of the Operating Account or the Funding Account, to comply with the instructions of any Person other than the Administrative Agent.
(iv) Each of the Collection Account and the Funding Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York, and the Operating Account constitutes a “deposit account” as defined in Section 9-102(a) of the UCC as in effect from time-to-time in the State of New York.
(v) The Borrower has received all consents and approvals required hereby or therebyby the terms of any Loan to the granting of a security interest in the Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties.
(vi) Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments”, “chattel paper” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s corporate trust office is located), the crediting of all Collateral that constitutes “financial assets” (as defined in the UCC as in effect from time to time in the State of New York) to an account and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in favor all of the Collateral Agent in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the Collateral as security for the Secured Obligations, subject in priority to no other Liens State of New York.
(other than Permitted Liens vii) All original executed copies of each underlying promissory note (other thanor, in the case of priorityEquipment Finance Loans, the Permitted Lien described in clause original executed copies of each underlying Contract) that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian.
(pviii) None of the definition of Permitted Lien)underlying promissory notes (or, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements ExceptionEquipment Finance Loans, the relevant Owner Subsidiary underlying Contracts) that constitute or evidence the Loans has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(cix) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Pool Aircraft are held free and clear Collateral Custodian on behalf of any Adverse Claim other than Permitted Liensthe Administrative Agent and, if in registered form, has been specially Indorsed to the Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
Appears in 2 contracts
Sources: Credit Agreement (Trinity Capital Inc.), Credit Agreement (Trinity Capital Inc.)
Security Interest. (ai) The Security In the event that the transfer by the Transferor to the U.S. Retention Holder of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest is effective to create in favor of the Collateral Agent U.S. Retention Holder a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Transferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Transferor.
(ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as security for defined in the Secured ObligationsUCC).
(iii) The Transferor, subject in priority at the time of and before giving effect to no other Liens each conveyance of Conveyed Collateral hereunder owns or will own such Conveyed Collateral free and clear of any lien, claim or encumbrance of any Person (other than Permitted Liens (other thanand any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), in and, upon the case conveyance by the Transferor to the U.S. Retention Holder of priorityany Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect U.S. Retention Holder will own such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Conveyed Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens any and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens).
(biv) The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has received or will have received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the U.S. Retention Holder.
(v) The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the U.S. Retention Holder under this Agreement to the extent perfection can be achieved by filing a financing statement.
(vi) Other than the conveyance to the U.S. Retention Holder and the security interest granted to the U.S. Retention Holder pursuant to this Agreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Transferor has not authorized the filing of, and is not aware of, any financing statements against the Transferor that include a description of collateral covering such Conveyed Collateral other than (1) any financing statement relating to the security interest Granted to the U.S. Retention Holder under this Agreement, (2) any financing statement that has been, or that at the time of the conveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (3) any financing statement that has been filed to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. The Transferor is not aware of the filing of any judgment, employee benefit or tax lien filings against it.
(vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within ten (10) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian.
(viii) None of the Collateral nor any Pool Aircraft Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the U.S. Retention Holder or the Issuer or in blank or to the terms hereof Trustee or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the Security Documents and except for Permitted Liensprior holder(s) thereof, no Collateral nor any Pool Aircraft Collateral is described if any, evidenced in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (the chain of endorsements in blank or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (Apollo Debt Solutions BDC), Master Loan Sale Agreement (Apollo Debt Solutions BDC)
Security Interest. (a) The Security Agreement creates a valid As general and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as continuing collateral security for the Secured due payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations, subject in priority to no other Liens (other than Permitted Liens (other thaneach Grantor hereby mortgages, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), charges and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable assigns to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionAgent, other than such filings or registrations that have been terminated (or agreed and grants to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, ora security interest (the “Security Interest”) in, the Collateral.
(b) The grant of any Security Interest in respect of the Collateral shall not include with respect to any Grantor, any item of property to the Leasesextent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in favor such item of property is prohibited by an applicable enforceable contractual obligation (including but not limited to a Capital Lease Obligation) or requirement of law or would give any other Person the enforceable right to terminate its obligations with respect to such item of property and provided, further, that the limitation in the foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a security interest pursuant to this Agreement in any money or other amounts due or to become due under any Account, contract, agreement or General Intangible. In addition, the Security Interests created by this Agreement do not extend to the last day of the Borrower Parties term of any lease or agreement for lease of real property. Such last day shall be held by the Lessee thereunderGrantor in trust for the Collateral Agent and, on the exercise by the Collateral Agent of any of its rights under this Agreement following the occurrence and during the continuance of an Event of Default, will be assigned by the Grantor as directed by the Collateral Agent.
(c) The Each Grantor confirms that value has been given by the Collateral Agent and the other Secured Parties to the Grantor, that the Grantor has rights in the Collateral (other than after-acquired property) and obligations that the Grantor and the Collateral Agent have not agreed to postpone the time for attachment of each Owner Subsidiary the Security Interests created by this Agreement to any of the Collateral.
(d) Each Grantor hereby irrevocably authorizes the Collateral Agent, in accordance with, and each Intermediate Lessee (as lessorto the extent consistent with, as applicable) under the Leases Intercreditor Agreement, at any time and from time to which it is a party time to file in any relevant jurisdiction any financing statements with respect to the Pool Aircraft are held free Collateral or any part thereof and clear amendments thereto. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in and to the Intellectual Property granted by each Grantor, without the signature of any Adverse Claim other than Permitted LiensGrantor (but, prior to the occurrence of any Event of Default or Default, the Collateral Agent shall provide notice of such filing to such Grantor), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
Appears in 2 contracts
Sources: Canadian Security Agreement (Pliant Corp), Canadian Security Agreement (Pliant Corp)
Security Interest. (ai) The Security In the event that the transfer by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest is effective to create in favor of the Collateral Agent Issuer a valid and continuing security interest (as defined in the Collateral as UCC) in all of the right, title and interest of the Depositor in, to and under such Conveyed Collateral, which security for the Secured Obligations, subject in priority interest is perfected and is prior to no all other Liens liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and is enforceable as such against, all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Depositor;
(ii) Each Collateral Obligation transferred hereunder constitutes or is evidenced by a Financial Asset, except an Instrument, a Certificated Security or a general intangible (as defined in each case the UCC);
(iii) Upon the transfer by the Depositor to the extent not required under the Express Perfection Requirements. Subject Issuer of any Conveyed Collateral pursuant to the Local Requirements Exceptionthis Agreement or any Subsequent Transfer Agreement, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, Issuer will own such Conveyed Collateral free and clear of Liens any and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens.);
(biv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Depositor;
(v) The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement;
(vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Depositor has not authorized the filing of, and is not aware of, any financing statements against the Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated. The Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it;
(vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five Business Days after the related Transfer Date (with respect to the Additional Collateral Obligations), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian; and
(viii) None of the Collateral nor any Pool Aircraft Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the Issuer or in blank or to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Master Loan Sale Agreement (TICC Capital Corp.), Master Loan Sale Agreement (Golub Capital BDC, Inc.)
Security Interest. (a) The Security This Agreement creates shall constitute a valid security agreement under applicable Law and, in furtherance thereof, the Company shall be deemed to have granted, and (upon does hereby grant, to the taking of the actions required hereby or thereby) perfected Participant a first priority security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, following for the benefit of the Secured PartiesParticipant and its assignees as security for the Company’s obligations under this Agreement, orincluding its obligation to pay the Participant’s Share hereunder: (i) the Loans, including all future advances (including Authorized Funding Draws) made with respect thereto; (ii) the Loan Documents; (iii) all amounts payable to the Company under the Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Collateral (including Acquired Collateral, whether held by the Company directly or indirectly through an Ownership Entity) relating to the Loans; (v) all claims, suits, causes of action and any other right of the Company, whether known or unknown, against a Borrower, any Guarantor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all cash, securities and other property received or applied by or for the account of the Company under the Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of a Borrower, Guarantor or other obligor under or with respect to the LeasesLoans, in favor and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the Borrower Parties foregoing; (vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all amounts on deposit therein; (viii) all Ownership Entities; and (ix) any and all distributions on, or proceeds or products of or with respect to, any of the Lessee thereunder.
foregoing, and the rights to receive such proceeds thereof (ccollectively, the “Secured Assets”). All of the Notes and other Custodial Documents shall be held by the Document Custodian as set forth in Section 8.01(c) (except and to the extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The rights Participant shall retain possession of the Notes and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party other Custodial Documents with respect to the Pool Aircraft Loans until such time as the Company retains the Document Custodian pursuant to the provisions of Section 8.01(c) and, at such time, the Company shall cause the Document Custodian to take possession of the Notes and other Custodial Documents with respect to the Loans on behalf of the Participant and the Company. The Company hereby authorizes the filing by the Participant of such financing statements in such jurisdictions as the Participant deems appropriate (in its sole and absolute discretion) with respect to the Loans, the Loan Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) for each Loan, an allonge, endorsed in blank, and executed by the Company, and (ii) for each Loan that is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to effect the endorsement of a Note or the assignment to effect the assignment of a mortgage to the Participant unless the Participant is entitled to exercise its rights as a secured party in accordance with this Agreement upon the occurrence and during the continuance of an Event of Default. The Company shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Electronic Tracking Agreement. The Company shall be designated as the “servicer” and the “investor” with respect to the Loans that are held free registered on the MERS® System, and clear the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any Adverse Claim other than Permitted Liensinterest in any of the Loans and to confirm that the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the Loans registered on the MERS® System and provide the results to the Participant and, if requested by the Participant, shall request that MERS change the information in such fields, to the extent MERS will do so in accordance with its policies and procedures and otherwise consistent with this Agreement, to reflect its instructions.
Appears in 2 contracts
Sources: Participation and Servicing Agreement, Participation and Servicing Agreement
Security Interest. Each Pledgor hereby unconditionally grants and assigns to the Secured Parties, and their respective successors and permitted assigns, a continuing security interest in and security title to (a) The Security Agreement creates a valid and the Ownership Interests set forth on Schedule 1 attached hereto, (upon the taking b) subject to Section 5.10 of the actions required hereby Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or thereby) perfected security other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent all of its right, title and interest in favor of and to the Collateral Agent Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in the Collateral blank with respect to Certificated Ownership Interests, as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case payment of priority, the Permitted Lien described in clause (p) all of the definition Guarantied Obligations of Permitted Lien)each Pledgor under this Agreement and the Guaranty and any extensions, and all filings and other actions necessary to perfect and protect such security interest under the laws renewals or amendments of any of the United Statesforegoing, Ireland however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual and each Other Relevant Jurisdiction have been (or dividend rights, shall remain in such Pledgor until the case occurrence and during the continuance of future Collateral will be) duly taken, enforceable against an Event of Default and until the applicable Borrower Parties Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and creditors of and purchasers from such Borrower Parties, except in each case dividend rights to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than Pledged Interests pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderSection 9 hereof.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)
Security Interest. (a) The Security Agreement creates a valid To secure the payment and (upon the taking performance of all of the actions required Obligations when due, Borrower hereby or thereby) perfected grants to Lender a security interest in favor all of the Collateral Agent following (collectively, the “Collateral”): all right, title and interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above. Notwithstanding the foregoing, the Collateral shall not include any of the following property (the “Excluded Property”):
(i) property which consists of a license of Intellectual Property to Borrower, pursuant to a license which is nonassignable by its terms without the consent of the licensor thereof (but only to the extent such prohibition on assignability is enforceable under applicable law, including, without limitation, Section 9408 of the Code);
(ii) property which consists of a lease of Equipment leased to Borrower pursuant to a capital lease which by its terms is non-assignable (but only to the extent such prohibition on assignability is enforceable under applicable law, including, without limitation, Sections 9407 of the Code);
(iii) Equipment as to which the granting of a security for interest in it is prohibited by enforceable provisions of applicable law, provided that upon the Secured Obligationscessation of any such prohibition, such Equipment shall automatically become part of the Collateral; or
(iv) property that is subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted a Lien described in that is permitted pursuant to clause (pi) of the definition of Permitted Lien)Liens, and all filings and other actions necessary to perfect and protect such if the grant of a security interest under with respect to such property would be prohibited by the laws of the United Statesagreement creating such Permitted Lien or would otherwise constitute a default thereunder, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case but only to the extent not required such prohibition is enforceable under applicable law, and provided, that such property will be deemed “Collateral” hereunder upon the Express Perfection Requirements. Subject termination and release of such Permitted Lien; or
(v) intent to use trademarks at all times prior to the Local Requirements Exceptionfirst use thereof, whereby the actual use thereof in commerce, the relevant Owner Subsidiary has good recording of a statement of use with the United States Patent and marketable legal title Trademark Office or otherwise, but only to its respective Pool Aircraftthe extent that granting of a security interest in such intent-to-use trademarks would be contrary to applicable law, free and clear of Liens other than Permitted Liens.or
(bvi) None property that consists of outstanding capital stock of any Foreign Sub in excess of 65% of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledgedvoting power of all classes of capital stock of such Foreign Sub entitled to vote; provided that direct and indirect proceeds of Excluded Assets are not Excluded Assets, assigned or otherwise encumbered other than pursuant to the terms hereof or unless such proceeds themselves fall within one of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in categories (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated through (or agreed to be terminated by the secured parties referenced thereinvi) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderabove.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Nlight, Inc.)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationsperformance by the Borrower of all the terms, subject in priority to no other Liens (other than Permitted Liens (other than, in covenants and agreements on the case of priority, the Permitted Lien described in clause (p) part of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security performed under this Agreement or any other Security Document in favor Transaction Document, including the punctual payment when due of the Collateral AgentAggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all 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 obligations) of the Borrower under the Transfer and Contribution Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties, or) shall have, with respect to all the LeasesCollateral, and in favor addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Borrower Parties or Secured Parties), all the Lessee thereunder.
(c) The rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral 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 each Owner Subsidiary the Administrative Agent, the Lenders and each Intermediate Lessee (as lessorthe other Credit Parties hereunder shall terminate, as applicable) under the Leases to which it is a party with respect all without delivery of any instrument or performance of any act by any party, and all rights to the Pool Aircraft are held free Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and clear at the expense of any Adverse Claim the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and such other than Permitted Liensdocuments as the Borrower shall reasonably request to evidence such termination.
Appears in 2 contracts
Sources: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
Security Interest. (a) The Security Agreement creates To secure the performance of Tenant's obligations under this Lease, Tenant hereby grants to Landlord a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor and an express contractual lien upon all of Tenant's Property (the "Security Interest"), to the extent permitted by applicable law. The Security Interest shall not include any inventory sold by Tenant on consignment; i.e., inventory that has been partially paid for by Tenant's customer(s) but not yet recognized as a sale on Tenant's balance sheet. Landlord is authorized to prepare and file financing statements signed only by Landlord (as secured party) covering the security described above (and Tenant hereby agrees to sign the same, as well as a separate security agreement if requested by Landlord, within ten (10) days of Landlord's request). Upon any default under this Lease by Tenant, any or all of Tenant's obligations to Landlord secured hereby shall, at Landlord's option, be immediately due and payable without notice or demand. In addition to all rights or remedies of Landlord under this Lease and the law, including the right to judicial foreclosure, Landlord shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the Collateral Agent State of Colorado. Landlord's Security Interest shall be subordinate only to the lien or security interest of any lender taking or succeeding to a purchase money security interest thereon, and upon Tenant's written request, if no default exists hereunder, Landlord shall execute an instrument confirming such subordination. The Security Interest shall survive the termination of this Lease if such termination results from Tenant's default. The Security Interest and related lien are in the Collateral as security for the Secured Obligations, subject in priority addition to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) and cumulative of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under Landlord's lien provided by the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case State of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensColorado.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Commercial Lease (MJ Holdings, Inc.), Commercial Lease (MJ Holdings, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator;
(ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens Liens);
(iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the sale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement;
(vi) other thanthan the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (1) relating to the security interest granted to the Trust Depositor under the ACAS Transfer Agreement and this Agreement, or (2) that has been terminated. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(vii) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(viii) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(ix) none of the Underlying Notes or, in the case of priorityNoteless Loans, the Permitted Lien described in clause (p) of Designated Loan Agreements and Loan Registers, that constitute or evidence the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction Loan Assets has any marks or notations indicating that they have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as 3.1 As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, subject Borrower grants to Agent a security interest in priority all of Borrower’s right, title, and interest in, to no and under all of Borrower’s personal property and other Liens assets including without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other than Permitted Liens (other thantangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the case possession or under the control of priorityAgent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section above, the Permitted Lien described Collateral shall not include:
(a) the equity interest of any Borrower in clause the Primary Care Joliet Joint Venture, (pb) nonassignable licenses or contracts, which by their terms require the consent of the definition licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law including, without limitation, Sections 9-406, 9-407, 9-408 and 9-409 of Permitted Lienthe UCC), (c) property owned by Borrower that is subject to a purchase money Lien or a capital lease (and all filings and other actions necessary the proceeds thereof) permitted under this Agreement if the contractual obligation pursuant to perfect and protect which such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been Lien is granted (or in the case document providing for such capital lease) prohibits or requires the consent of future Collateral will be) duly taken, enforceable against the applicable any person other than Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case which has not been obtained as a condition to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exceptioncreation of, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraftany other Lien on such property, free and clear of Liens other than Permitted Liens.
or (bd) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (accounts used solely to fund current payroll or agreed to be terminated by employee benefits maintained in the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or ordinary course of business, (ii) any other mortgage registries, including escrow and Cash collateral accounts properly owned by commercial insurance partners of Borrower or lessors to Borrower maintained in the International Registryordinary course of business, or filing records (iii) so long as the proceeds of such account are transferred on a daily basis to an account in which Agent has a security interest and that may be applicable is subject to an Account Control Agreement, accounts maintained in the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated ordinary course of business (or agreed to be terminated by the secured parties referenced thereinA) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor solely containing payments from commercial insurance partners of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderCenters for Medicare and Medicaid Services, and (B) that are subject to a written agreement between Borrower and commercial insurance partners of Borrower or the Centers for Medicare and Medicaid Services that contains a prohibition on granting a security interest to Agent that is effective under applicable law.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Issuer, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Trust Depositor;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Trust Depositor owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien, claim or encumbrance of any Person (other than Permitted Liens.);
(biv) None the Trust Depositor has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets hereunder to the Issuer;
(v) the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Issuer under this Agreement;
(vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets;
(vii) the Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Issuer under this Agreement, or (B) that has been sold terminated;
(viii) the Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor;
(ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Trust Depositor has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Securityholders and the Swap Counterparties; and
(xi) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that it has been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) Issuer and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderIndenture Trustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (a) The Security Agreement creates a valid Separately, for each Series of Notes, the Company hereby pledges, assigns and (upon grants to the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral Trustee, as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in due payment and performance of all the case of priority, Company’s responsibilities under this Indenture for the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral AgentNotes, for the benefit of the Secured PartiesTrustee on behalf of the Holders, ora security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the LeasesUnderlying CM Loan, in favor (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the Borrower Parties documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the Lessee thereunder.
“Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) The rights all money, cash, instruments, interest, income and obligations other property from time to time received, receivable or otherwise distributed in respect of each Owner Subsidiary or in exchange for any or all of the foregoing held for the benefit and each Intermediate Lessee security of the Holders of the Notes; (as lessord) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as applicable) agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the Leases foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which it the Company is a party or may become entitled to do with respect to the Pool Aircraft foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are held free reasonably necessary in order to protect the Trustee’s title to and clear first priority perfected security interest in the Collateral, subject to no Liens or charges of any Adverse Claim type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other than Permitted Liensdocument or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.
Appears in 2 contracts
Sources: Trust Indenture and Security Agreement (Korth Direct Mortgage LLC), Trust Indenture and Security Agreement (Korth Direct Mortgage LLC)
Security Interest. (a) The Security Agreement creates a valid and (upon It is the taking intention of the actions required hereby or thereby) perfected security interest in favor parties hereto that Client's transfer of the Collateral Agent in the Collateral as security for the Secured ObligationsReceivables to BofA shall constitute a sale and assignment, subject in priority to no other Liens which sale and assignment shall be absolute, irrevocable and without recourse (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leaseslimited repurchase obligations provided herein) and shall provide BofA with the full benefits of ownership of the Purchased Receivables. Notwithstanding the foregoing, to protect BofA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the express intent of the parties, to constitute a pledge rather than a sale and assignment of such Purchased Receivables, Client does hereby grant to BofA a security interest in and lien upon all of Client's right, title and interest in and to the Purchased Receivables and all proceeds thereon (the "Collateral") to secure a debt (Client's return to BofA of the Purchase Price paid by BofA for the Purchased Receivables) or any of Client's obligations to BofA under this Agreement. Client agrees to comply with all appropriate laws in order to perfect BofA's security interest in and to the Collateral, to execute any financing statements, continuations thereof, amendment thereto or additional documents as BofA may require. Client hereby authorizes BofA to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as BofA may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Client shall not (a) alter its corporate existence or, in favor one transaction or in a series of the Borrower Parties transactions, merge into or the Lessee thereunder.
consolidate with any other entity, or sell all or substantially all of its assets, (b) change its state of incorporation or formation or (c) The change its registered corporate name, without, in each case, (i) providing 30 days prior written notice to BofA, (ii) providing such information as BofA may reasonably require in order to allow BofA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BofA may reasonably require in order to protect its rights and obligations remedies hereunder. The occurrence and continuation of each Owner Subsidiary any Event of Default shall entitle BofA to all of the default rights and each Intermediate Lessee remedies (without limiting the other rights and remedies exercisable by BofA either prior or subsequent to an Event of Default) as lessor, as applicable) available to a secured party under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of Uniform Commercial Code in effect in any Adverse Claim other than Permitted Liensapplicable jurisdiction.
Appears in 2 contracts
Sources: Accounts Receivable Transfer Agreement (Applied Materials Inc /De), Accounts Receivable Transfer Agreement (Applied Materials Inc /De)
Security Interest. To secure the prompt payment and performance to Lender of all of the Obligations, each Borrower hereby grants to Lender a continuing security interest in the Collateral. No Borrower is authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (a) The Security Agreement creates a valid non-exclusive licenses and (upon similar arrangements for the taking use of the actions required hereby or thereby) perfected security interest property of such Borrower in favor the ordinary course of business, other licenses that would not result in a legal transfer of title of the Collateral Agent licensed property but that may be exclusive, or licenses or transfers under such Borrower’s source code escrow arrangements, (b) sales or disposal of surplus, worn-out or obsolete equipment or (c) transfers of other assets of any Borrower that do not in the aggregate exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate for all Borrowers during any fiscal year of Parent. For the avoidance of doubt, payments of money by any Borrower for its ordinary course business expenses (such as: the payment, in each case in the ordinary course of such Borrower’s business, of: payroll, rent, debt service, accounts payable, payments to vendors or other third parties for goods provided or services rendered to or on behalf of such Borrower) shall not be considered a sale, assignment, transfer or conveyance restricted by the provisions of this Agreement. Each Borrower agrees to sign any instruments and documents reasonably requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Each Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. No Borrower shall grant or permit any lien or security in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security or any interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens therein other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Business Financing Agreement, Business Financing Agreement (Selectica Inc)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Collateral Agent in the Collateral as Purchaser, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under Seller;
(ii) the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft(or with respect to assets securing any Loan Assets, a valid security interest in) the Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
(biii) None the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser;
(iv) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; and
(v) other than pursuant (A) as expressly permitted by the terms of this Agreement and the Revolving Credit and Security Agreement and (B) the security interest granted to the terms hereof or of the Security Documents Purchaser and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit on behalf of the Secured Parties, orthe Seller has not pledged, with respect assigned, sold, granted a Lien in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (x) relating to the Leasessecurity interest granted to the Purchaser under this Agreement, in favor or (y) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear filing of any Adverse Claim other than Permitted Liensjudgment or tax lien filings against the Seller.
Appears in 2 contracts
Sources: First Omnibus Amendment (Pennantpark Investment Corp), Purchase and Sale Agreement (Pennantpark Investment Corp)
Security Interest. (a) The Security Agreement creates a valid and (upon Until the taking of Loan Repayment, the actions required hereby Seller shall not create, incur, assume or thereby) perfected security interest in favor permit to exist any Lien on any of the Collateral Agent in or any Excluded Intellectual Property, except for (i) the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case granted to the extent not required Buyer under the Express Perfection Requirements. Subject this Agreement, (ii) Permitted Licenses to the Local Requirements Exception, the relevant Owner Subsidiary has good Permitted Licensees and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than (iii) Permitted Liens. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(b) None After the Loan Repayment, the Seller shall not create, incur, assume or permit to exist any Lien on any of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledgedProduct Collateral, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed subject to be terminated by the secured parties referenced thereinSection 1.5(b) and Section 1.5(c), the UCC financing statements filed in connection with Permitted Liens or security interest granted to the Buyer under this Agreement, (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable Permitted Licenses to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, Permitted Licensees and (iii) Permitted Liens (other than such filings or registrations that have been terminated Liens contemplated by clause (or agreed to be terminated by the secured parties referenced thereind) or that have been made in connection with of Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder).
(c) The rights and obligations Subject to Section 1.5(c), until the first to occur of each Owner Subsidiary and each Intermediate Lessee a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, if the Seller shall acquire a commercial tort claim (as lessordefined in the Code), the Seller shall promptly notify the Buyer in a writing signed by the Seller of the general details thereof (and further details as applicablemay be required by the Buyer) under the Leases to which it is a party with respect and grant to the Pool Aircraft are held free Buyer in such writing a security interest therein and clear in the proceeds thereof, all upon the terms of this Agreement (and subject to the terms of the Collateral Sharing Agreement), with such writing to be in form and substance reasonably satisfactory to the Buyer.
(d) Until the first to occur of a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, the Seller shall not (i) liquidate or dissolve or (ii) without at least [ * ] days’ prior written notice to the Buyer: (A) [ * ], including [ * ] (unless such [ * ] less than [ * ] in [ * ]), (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any Adverse Claim other than Permitted Liensorganizational number (if any) assigned by its jurisdiction of organization.
Appears in 2 contracts
Sources: Revenue Participation Agreement, Revenue Participation Agreement (Sunesis Pharmaceuticals Inc)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as 3.1 As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, subject Borrower grants to Agent a security interest in priority all of Borrower’s right, title, and interest in, to no and under all of Borrower’s personal property and other Liens assets including without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Permitted Liens Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other thantangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the case possession or under the control of priorityAgent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Permitted Lien described Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in clause the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (pa) any property, right or asset held by Borrower to the extent that a grant of a security interest therein is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, right or asset, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Agreement or (B) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws Bankruptcy Code of the United States); provided, Ireland however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent severable, shall attach immediately to any portion of the Collateral that does not required under the Express Perfection Requirements. Subject to the Local Requirements Exceptionresult in such consequences, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None any Excluded Accounts, (c) the assets of any non-wholly owned Subsidiaries pursuant to customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, (d) interests in joint ventures that constitute Permitted Investments pursuant to customary restrictions and conditions contained in agreements governing such joint ventures in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, or (e) with respect to shares or stock in Excluded Subsidiaries, more than 65% to the extent that the pledge of more than 65% of such shares or stock of any Excluded Subsidiary would result in an adverse tax consequence to Borrower.
3.3 [Reserved].
3.4 If this Agreement is terminated, Agent’s Lien in the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered shall continue until the Secured Obligations (other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described inchoate indemnity obligations) are repaid in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed full in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral cash. Upon payment in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made full in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit cash of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
Obligations (c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liensinchoate indemnity obligations) and at such time as the Lenders’ obligation to make credit extensions has terminated, Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (Geron Corp), Loan and Security Agreement (Geron Corp)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Originator;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Originator owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien, claim or encumbrance of any Person (other than Permitted Liens.);
(biv) None the Originator has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets hereunder to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement;
(vi) other than the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets;
(vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement and the Transfer and Servicing Agreement, or (B) that has been sold terminated;
(viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(xi) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Transfer Agreement (American Capital Strategies LTD), Transfer Agreement (American Capital Strategies LTD)
Security Interest. (a) The Security This Agreement creates a valid and continuing security interest (upon as defined in the taking applicable UCC) in favor of the actions Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective or will be made on the Effective Date.
(i) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(ii) the Collateral is comprised of “instruments”, “general intangibles”, “deposit accounts”, “investment property”, “chattel paper” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n).
(iii) with respect to Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the UCC as in effect from time-to-time in the State of New York:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Collection Account, the Operating Account and the Funding Account; and
(2) none of the Collection Account, the Operating Account or the Funding Account is in the name of any Person other than the Borrower, and each of the Collection Account, the Operating Account and the Funding Account is subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of the Collection Account, and the depository of the Operating Account or the Funding Account, to comply with the instructions of any Person other than the Administrative Agent.
(iv) Each of the Collection Account and the Funding Account constitutes a “securities account” as defined in Section 8‑501(a) of the UCC as in effect from time-to-time in the State of New York, and the Operating Account constitutes a “deposit account” as defined in Section 9-102(a) of the UCC as in effect from time-to-time in the State of New York.
(v) The Borrower has received all consents and approvals required hereby or therebyby the terms of any Loan to the granting of a security interest in the Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties.
(vi) Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments”, “chattel paper” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s corporate trust office is located), the crediting of all Collateral that constitutes “financial assets” (as defined in the UCC as in effect from time to time in the State of New York) to an account and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in favor all of the Collateral Agent in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the Collateral as security for the Secured Obligations, subject in priority to no other Liens State of New York.
(other than Permitted Liens vii) All original executed copies of each underlying promissory note (other thanor, in the case of priorityEquipment Finance Loans, the Permitted Lien described in clause original executed copies of each underlying Contract) that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian.
(pviii) None of the definition of Permitted Lien)underlying promissory notes (or, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements ExceptionEquipment Finance Loans, the relevant Owner Subsidiary underlying Contracts) that constitute or evidence the Loans has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(cix) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Pool Aircraft are held free and clear Collateral Custodian on behalf of any Adverse Claim other than Permitted Liensthe Administrative Agent and, if in registered form, has been specially Indorsed to the Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
Appears in 2 contracts
Sources: Credit Agreement (Trinity Capital Inc.), Credit Agreement (Trinity Capital Inc.)
Security Interest. (a) The Security Agreement creates a valid Buyer and (upon the taking Sellers intend, for all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to Buyer of the actions required hereby or thereby) perfected security interest in favor of Purchased Loans and not loans from Buyer to Sellers secured by the Collateral Agent Purchased Loans. However, in the Collateral as security for the Secured Obligations, subject in priority event any such Transaction is deemed to no other Liens be a loan (other than Permitted Liens (other than, except in the case of the grant of security interests by Sellers under clause (b) below, which shall be unconditional as of the date hereof), each Seller hereby pledges all of its right, title, and interest in, to and under and grants a lien on, and security interest in (which lien and security interest shall be of first priority), all of its right, title, and interest in the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Permitted Lien “Collateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in clause the event any such Transaction is deemed to be a loan):
(pa) of the definition of Permitted Lien)Purchased Loans, Servicing Agreements, Servicing Records, Servicing Rights, insurance relating to the Purchased Loans, all Hedging Transactions related to the Purchased Loans, and all filings collection and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case escrow accounts relating to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.Purchased Loans;
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant Cash Management Account and all monies from time to time on deposit in the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.Cash Management Account;
(c) The rights all “general intangibles”, “accounts” and obligations “chattel paper” as defined in the UCC relating to or constituting any and all of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.foregoing; and
Appears in 2 contracts
Sources: Master Repurchase Agreement (Sutherland Asset Management Corp), Master Repurchase Agreement (Sutherland Asset Management Corp)
Security Interest. (ai) The Security Agreement creates a valid To secure the performance and (upon the taking payment of all obligations and indebtedness of the actions required Borrower under the Notes to Lender, Borrower hereby or thereby) perfected grants to Lender a security interest in favor all of the Collateral Agent Borrower’s property (the “Collateral”). Lender’s security interest shall be perfected by the Borrower’s execution of this Agreement and the Lender shall be authorized to file a UCC-1 financing statement in the County of Maricopa, State of Arizona and in such other jurisdictions as may be necessary to perfect the Lender’s security interest in the Collateral.
(ii) The Collateral as security will not be misused or abused, wasted, or allowed to deteriorate, except for the Secured Obligationsordinary wear and tear of its intended use, subject and will not be used in priority violation of any statute or ordinance.
(iii) Borrower shall pay, prior to no other Liens (other than Permitted Liens (other thandelinquency, in all taxes, charges, liens and assessments against the case of priorityCollateral, and upon the Borrower’s failure to do so, the Permitted Lien described in clause (p) Lender at its option may pay any of these and shall be sole judge of the definition legality or validity of Permitted Lienthese obligations and the amount necessary to discharge them.
(iv) In addition to any other remedies set forth herein and without waiving or impairing them, upon the occurrence of an event of default under any of the Notes (“Event of Default”), and at any time thereafter, the Lender may declare all filings obligations secured hereby immediately due and other actions necessary to perfect payable, and protect such security interest shall have the rights and remedies of a lender under the laws Uniform Commercial Code of Arizona (“UCC”), including, without limitation, the right to sell, lease or otherwise dispose of any or all of the United StatesCollateral, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case right to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None take possession of the Collateral nor Collateral, and for such purposes the Lender may enter upon any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements premises on which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft part of the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed may be situated and remove the same therefrom. The Lender may require the Borrower to assemble the Collateral and make it available to the Lender at a place to be terminated designated by the secured parties referenced thereinLender that is reasonably convenient to both parties. Unless the Collateral is perishable, or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, the Lender will send or otherwise make available to the Borrower reasonable notice of the time and place of any public sale of the Collateral, or of the time after which any private sale or other disposition of the Collateral is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Borrower at the address designated herein, or if notice is otherwise posted on the door of the premises of the Borrower, or any public place, at least five (5) days before the time of the sale or disposition. It is expressly understood and agreed by the Borrower that have been made the Lender ‘s right to take possession of the Collateral upon the happening of an Events of Default may be exercised without resort to any court proceeding or judicial process whatever, and without any hearing whatever. In this connection, the Borrower expressly waives any right to any judicial process or to any hearing prior to the exercise of the Lender’s right to take possession of the Collateral upon the happening of any such Events of Default. Expenses of retaking, holding, preparing for sale, or selling, or the like, of any Collateral shall include the Lender’s reasonable attorney’s fees and other expenses in connection with Permitted Liensits enforcement of its rights under this Section 2(c). The Borrower shall remain liable for any deficiency. The Lender agrees to release UCC lien, upon the Security Agreement or any other Security Document repayment of in favor of full principle and interest on the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderNotes.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Modification Extension Agreement (BT Brands, Inc.), Loan and Modification Extension Agreement (BT Brands, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator;
(ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens Liens);
(iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the sale of the Loan Assets hereunder to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement;
(vi) other thanthan the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets;
(vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement and the Transfer and Servicing Agreement, or (B) that has been terminated;
(viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(ix) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(xi) none of the Underlying Notes or, in the case of priorityNoteless Loans, the Permitted Lien described in clause (p) of Designated Loan Agreements and Loan Registers, that constitute or evidence the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction Loan Assets has any marks or notations indicating that they have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Transfer Agreement (American Capital Strategies LTD), Transfer Agreement (American Capital Strategies LTD)
Security Interest. Subject to the superior rights of the Agent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, each Debtor hereby grants to Secured Party a lien and security interest (the "SECURITY INTERESTS") in all of such Debtor's right, title and interest in and to all assets of such Debtor, whether now owned or existing or hereafter arising or acquired and wherever arising or located, EXCEPT AS EXCLUDED ON SCHEDULE I HERETO, including, without limitation, the following property (such property being hereinafter sometimes collectively called the "COLLATERAL"):
(a) The Security Agreement creates a valid and All accounts (upon as defined in the taking Uniform Commercial Code as in effect on the date hereof in the State of Texas; PROVIDED that if by mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the actions required hereby security interests granted pursuant hereto, as well as all other security interests created or thereby) perfected security interest in favor of the Collateral Agent in the Collateral assigned as additional security for the Secured ObligationsObligations pursuant to the provisions of this Agreement is governed by the UCC as in effect in another jurisdiction, subject "UCC" means the UCC as in priority to no effect in such other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) jurisdiction for purposes of the definition provisions hereof relating to such perfection or effect of Permitted Lien)perfection or non-perfection) and whether or not included in such definition, all receivables, accounts receivable, lease receivables, contract rights, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all filings rights now or hereafter existing in and to all security agreements, leases, and other actions necessary contracts securing or otherwise relating to perfect and protect any such accounts, lease receivables, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest under the laws or a lease of goods, general intangibles or obligations (any and all of the United States, Ireland and each Other Relevant Jurisdiction have been (or in foregoing property being collectively called the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens."RECEIVABLES");
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Industrial Holdings Inc), Purchase and Sale Agreement (Industrial Holdings Inc)
Security Interest. (a) The Security Agreement creates a valid To secure the payment and (upon the taking performance of all of the actions required Obligations when due, Borrower hereby or thereby) perfected grants to Silicon a security interest in favor all of the Collateral Agent Borrower’s interest in the Collateral as security for the Secured Obligationsfollowing, subject in priority to no other Liens (other than Permitted Liens (other thanwhether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property now or at any time in the case of priority, the Permitted Lien described future in clause Silicon’s possession (p) of the definition of Permitted Lienincluding claims and credit balances), and all filings proceeds (including proceeds of any insurance policies, proceeds of proceeds and other actions necessary claims against third parties), all products and all books and records related to perfect and protect such security interest under the laws any of the United Statesforegoing (all of the foregoing, Ireland and each Other Relevant Jurisdiction have been (together with all other property in which Silicon may now or in the case future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). Notwithstanding the foregoing, provided that (a) no Default or Event of future Collateral will beDefault has occurred and is continuing, (b) duly takenBorrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), enforceable against (c) immediately following the applicable conclusion of the IPO Borrower Parties has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and creditors (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of and purchasers from such Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or contract rights (under which Borrower Partiesis the licensee, except in each case lessee or other similarly situated party) to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed the granting of a security interest in it would be contrary to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens applicable law, or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable such rights are nonassignable by their terms (but only to the Collateral extent such prohibition is enforceable under applicable law, including, without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or any Pool Aircraft Collateral in any other relevant jurisdiction, other than party (but only to the extent such filings or registrations that have consent has not been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensobtained); nevertheless, the Security Agreement foregoing grant of security interest shall extend to, and the term “Collateral” shall include, any and all proceeds of such license agreements or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect contract rights to the Leasesextent that the assignment or encumbering of such proceeds is not so restricted (including, in favor without limitation, the proceeds of the Borrower Parties such license agreements or the Lessee thereundercontract rights for which any required consent has been obtained).
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Security Agreement (Digirad Corp), Loan and Security Agreement (Digirad Corp)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationsperformance by the Issuer of all the terms, subject in priority to no other Liens (other than Permitted Liens (other than, in covenants and agreements on the case of priority, the Permitted Lien described in clause (p) part of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed Issuer to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security performed under this Agreement or any other Security Document in favor Transaction Document, including the punctual payment when due of the Collateral AgentAggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Issuer hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Issuer’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all 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 obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties, or) shall have, with respect to all the LeasesCollateral, and in favor addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Borrower Parties or Secured Parties), all the Lessee thereunder.
(c) The rights and remedies of a secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral 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 each Owner Subsidiary the Administrative Agent, the Purchasers and each Intermediate Lessee (as lessorthe other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of the Issuer, the Administrative Agent shall authorize or execute, as applicable) under the Leases to which it is a party with respect , and deliver to the Pool Aircraft are held free Issuer UCC termination statements and clear of any Adverse Claim such other than Permitted Liensdocuments as the Issuer shall reasonably request to evidence such termination.
Appears in 2 contracts
Sources: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Security Interest. (a) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other thanParties, in the case of priorityCollateral, the Permitted Lien described which is enforceable in clause (p) of the definition of Permitted Lien)accordance with Applicable Law, is prior to all other Liens and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Borrower. All filings (including, without limitation, such Borrower UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, except in each case to the extent not required under Collateral have been made and are effective or will be made on the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensEffective Date.
(bi) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(ii) the Collateral is comprised of “instruments”, “general intangibles”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n).
(iii) With respect to Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the UCC as in effect from time-to-time in the State of New York:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Collection Account; and
(2) such Collection Accounts is not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Collection Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a notice of exclusive control, the Borrower and the Servicer may cause cash in such Collection Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(iv) The Collection Account constitutes a “securities account” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York.
(v) [Reserved.]
(vi) Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s corporate trust office is located), the crediting of all Collateral that constitutes “financial assets” (as defined in the UCC as in effect from time to time in the State of New York) to an account and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York.
(vii) All original executed copies of each underlying promissory note that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian.
(viii) None of the Collateral nor underlying promissory notes that constitute or evidence the Loans has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(cix) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with With respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Pool Aircraft are held free Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security.
(x) With respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and clear of any Adverse Claim other than Permitted Lienssuch control remains effective.
Appears in 2 contracts
Sources: Credit Agreement (Brightwood Capital Corp I), Credit Agreement (Brightwood Capital Corp I)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Collateral Agent in the Collateral as Purchaser, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Seller;
(ii) the Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), real property and/or such Borrower Parties, except in each case to the extent not required other category of collateral under the Express Perfection Requirements. Subject applicable UCC as to which the Local Requirements Exception, Seller has complied with its obligations under this Section 4.1(z).
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraftthe Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required;
(vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Trustee, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral nor Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Trustee, on behalf of the Security Documents and except for Permitted LiensSecured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionCustodian, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral AgentSecured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Borrower of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the LeasesSeller shall cause the issuer of such uncertificated security to register the Trustee, in favor on behalf of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorSecured Parties, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear registered owner of any Adverse Claim other than Permitted Lienssuch uncertificated security.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp)
Security Interest. (a) The Security This Agreement creates a valid security interest that is enforceable against the Collateral in which each Borrower now has rights and (upon will create a security interest that is enforceable against the taking Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the actions required hereby or therebyCollateral, free from any Lien other than (i) perfected security interest Liens in favor of the Collateral Agent Parent in respect of the Obligations hereunder, (ii) 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 reserves are required pursuant to GAAP), (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Collateral as security ordinary course of business of any Borrower, (v) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the Secured Obligationsapplicable property type and locality and that, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (individually or in the case aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (vi) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of future Collateral will bebusiness, (vii) duly takenLiens reflected in the Company SEC Reports, enforceable against (viii) the applicable Borrower Parties and creditors Lien described on Section 5.17 of and purchasers from such Borrower Parties, except in each case the Company Disclosure Schedule to the extent not required Merger Agreement and (ix) Liens (x) of a collection bank arising under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.Section
Appears in 2 contracts
Sources: Loan and Security Agreement (Myriad Pharmaceuticals, Inc.), Loan and Security Agreement (Javelin Pharmaceuticals, Inc)
Security Interest. 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, each Borrower grants to Lender a security interest in all of such Borrower’s right, title and interest in and to the following personal property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) The Security Agreement creates a valid and Receivables; (upon the taking b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) Goods, and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and, to the extent not otherwise included, all proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and excluding all Intellectual Property. No Borrower shall permit a Lien to exist on its Intellectual Property (other than Permitted Liens) without the prior written consent of Lender. The Collateral shall include all proceeds from the sale of all Intellectual Property outside the ordinary course of business and all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of such Intellectual Property, at the time of a sale, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the sales proceeds of Intellectual Property.
3.2 Notwithstanding Section 3.1 hereof, (a) if a Borrower raises a minimum of $55,000,000 in one or more new equity financings or (b) a Borrower completes an Initial Public Offering, (a “Qualified Financing”), any additional Oil and Gas Properties acquired by each Borrower after the date of consummation of such Qualified Financing (such assets, the “After-Acquired Assets”) shall not constitute Collateral; provided, that, Borrower shall not be permitted to encumber any of these After-Acquired Assets without the prior written consent of Lender; provided, further that, if at any time after the consummation of a Qualified Financing, unrestricted cash of Borrower is less than $16,000,000 (such occurrence, a “Collateral Event”), the After-Acquired Assets shall automatically as of the date of such Collateral Event (and on any subsequent date of acquisition by any Borrower of any Oil and Gas Properties) become Collateral hereunder and Borrower shall take all commercially reasonable actions required hereby or thereby) necessary to grant Lender a first priority perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensAfter-Acquired Assets.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Security Agreement (Glori Acquisition Corp.), Loan and Security Agreement (Glori Energy Inc.)
Security Interest. To secure the prompt payment of all of each Debtor's Obligations (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent as defined in the Collateral as security for Loan Agreement referred to below) to the Secured ObligationsParty, subject in priority to no other Liens (other than Permitted Liens (other than, in under that certain Loan Agreement between the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Secured Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, Debtors with respect to the Leasesloans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and all of the other Loan Documents (as defined in the Loan Agreement), each Debtor hereby grants to the Secured Party a continuing first priority lien and security interest in and right of setoff against all of such Debtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in favor and to the following described securities account (as such term is defined in Article 8 of the Borrower Parties or UCC) held by U.S. Bank National Association, as custodian (the Lessee thereunder.
"Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor (c) The rights collectively the "Securities Account"), together with all of such Debtor's rights, title and obligations of each Owner Subsidiary interest in and each Intermediate Lessee to all securities and financial assets (as lessorsuch terms are defined in Article 8 of the UCC) therein and all principal, as applicable) under the Leases to which it is a party with interest, distributions, dividends (whether cash or stock), income, earnings, cash and other rights at any time received or receivable or otherwise distributed in respect to the Pool Aircraft are held free of or in exchange therefor, and clear all additions to, all replacements of, all substitutions for, and all proceeds of any Adverse Claim other than Permitted Liensor all of the foregoing (all of the foregoing being sometimes collectively referred to herein as the "Collateral" of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Party's interest in the Collateral under Article 9 of the UCC.
Appears in 2 contracts
Sources: Loan Agreement (City National Rochdale Funds), Loan Agreement (City National Rochdale Funds)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured payment or performance, as the case may be, in full of the Obligations, subject the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Party, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Party, a security interest (the “Security Interest”) in, all right, title or interest in priority or to no other Liens (other than Permitted Liens (other than, any and all of the following assets and properties now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the case of priorityfuture may acquire any right, title or interest (collectively, the Permitted Lien described “Article 9 Collateral”):
(i) all Equipment located in clause any Specified Jurisdiction;
(pii) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been Inventory located in any Specified Jurisdiction;
(or iii) all fixtures located in the case of future Collateral will beany Specified Jurisdiction; and
(iv) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral: (a) assets transferred to a person that is not the Grantor, and is not required under the Express Perfection Requirements. Subject Credit Agreement to become a Grantor (as defined in the Term Loan Collateral Agreement, in compliance with the Credit Agreement, (b) assets subject to Liens permitted by Section 6.05(ii)(2), (3) or (4), 6.05(iv) or 6.05(v) of the Credit Agreement to the Local Requirements Exceptionextent the documentation creating such Liens or governing the Indebtedness secured thereby would prohibit Liens on such assets created hereunder, (c) assets which contain a valid and enforceable prohibition on the relevant Owner Subsidiary has good creation of a security interest therein to the extent and marketable legal title so long as such prohibition remains in effect and is valid and effective to its respective Pool Aircraftprohibit the creation of a security interest therein notwithstanding Sections 9-406 through 9-408 of the applicable Uniform Commercial Code, free and clear of Liens (d) Vehicles, (e) aircraft, (f) real estate interests (including but not limited to leasehold interests), other than Permitted Liensfixtures, (g) any Equipment, Inventory or fixtures not located in a Specified Jurisdiction or (h) any state certificate from any relevant state public utilities commission authorizing the Grantor to do business.
(b) None of The Grantor hereby irrevocably authorizes the Collateral nor Agent at any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant time and from time to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor time to file in any Pool Aircraft Collateral is described in (i) relevant jurisdiction any UCC initial financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as all assets of the Borrower Parties Grantor or words of similar effect provided that such description states that the Lessee thereundercollateral does not include any Equipment, Inventory or fixtures unless the same are located in a Specified Jurisdiction (as defined herein) (it being understood that such description shall not result in the creation of a security interest in any assets expressly excluded from the Article 9 Collateral by the immediately preceding paragraph), and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. The Grantor agrees to provide information, other than real property descriptions, to the Collateral Agent promptly upon request. It is understood that the Grantor shall have no obligation to provide a real property description for central fixture filings or local fixture filings. The Grantor also ratifies its authorization for the Secured Party to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c) The rights Security Interest is granted as security only and obligations shall not subject the Collateral Agent or the Secured Party to, or in any way alter or modify, any obligation or liability of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party Grantor with respect to or arising out of the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted LiensArticle 9 Collateral.
Appears in 2 contracts
Sources: Loan Proceeds Note Collateral Agreement, Loan Proceeds Note and Collateral Agreement (Level 3 Communications Inc)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Lender, and grants a security interest, subject and subordinate in priority all respects to no Freddie Mac’s Superior Interest and the interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Borrower’s right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the following, whether now or hereafter existing and wherever located: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other Liens present and future rights and interests of the Borrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) the Servicing Contracts (other than Permitted Liens the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other thanthan the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, in to the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)extent that a related Acknowledgement Agreement has been executed, and all filings rights and claims thereunder, (iv) all books and records, including computer disks and other actions necessary records or physical or virtual data or information, related to perfect the foregoing (but excluding computer programs) (v) the Collection Account and protect such security interest under the laws of the United Statesall amounts on deposit therein, Ireland and each Other Relevant Jurisdiction have been (or vi) all amounts to which Lender is entitled to on deposit in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than Cash Management Account pursuant to the terms hereof or of the Security Documents Intercreditor Agreement and except for Permitted LiensCash Management Agreement, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be extent applicable to the Collateral Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, become due with respect to the Leases, in favor foregoing and all proceeds of the foregoing (collectively, the “Collateral”); provided that the Borrower Parties shall not assign or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect pledge to the Pool Aircraft are held free and clear Lender, or a grant a security interest in any of any Adverse Claim other than Permitted Liensthe Excluded Amounts or Excess Yield.
Appears in 2 contracts
Sources: Loan and Security Agreement (Mr. Cooper Group Inc.), Loan and Security Agreement (Mr. Cooper Group Inc.)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as 3.1 As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, subject Borrower grants to Agent a security interest in priority all of Borrower’s right, title, and interest in, to no and under all of Borrower’s personal property and other Liens assets including without limitation the following (except as set forth herein) whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Permitted Liens Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other thantangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest possession or under the laws control of the United StatesAgent; and, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under otherwise included, all Proceeds of each of the Express Perfection Requirementsforegoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Subject Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the Local Requirements Exceptionextent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the relevant Owner Subsidiary has good Collateral shall not include (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and marketable legal title 9408 of the UCC), provided further, that upon the termination of such prohibition or such consent being provided with respect to its respective Pool Aircraftany license or contract, free and clear of Liens other than Permitted Liens.
such license or contract shall automatically be included in the Collateral; (b) None property for which the granting of a security interest therein is contrary to applicable law, provided that upon the Collateral nor cessation of any Pool Aircraft Collateral has been sold such restriction or is currently pledgedprohibition, assigned or otherwise encumbered other than pursuant to such property shall automatically be included in the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in Collateral; (ic) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed property subject to be terminated by a Permitted Lien hereunder, if the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor grant of the Collateral Agent, for the benefit of the Secured Parties, or, a security interest with respect to such property pursuant to this Agreement would be prohibited by the Leases, in favor agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is termination by a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim thereto (other than Permitted LiensBorrower), provided that upon the termination and release of such Lien or prohibition, such property shall automatically be included in the Collateral; and (d) any Excluded Account.
Appears in 2 contracts
Sources: Loan and Security Agreement (Century Therapeutics, Inc.), Loan and Security Agreement (Century Therapeutics, Inc.)
Security Interest. This Assignment constitutes either:
(ai) The Security Agreement creates a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA'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; or (ii) a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the UCC) in the Additional Accounts in favor of the Collateral Agent Secured Party, the proceeds (as defined in the Collateral as UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Liens, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, is enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower PartiesChase USA, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to will be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, enforceable with respect to the LeasesReceivables thereafter created in respect of Additional Accounts designated hereby, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee proceeds (as lessordefined in the UCC) thereof and Insurance Proceeds relating thereto, as applicableupon such creation; and (iii) under if this Assignment constitutes the Leases grant of a security interest to which it is the Secured Party in such property, upon the filing of a party financing statement described in Section 3 of this Assignment with respect to the Pool Aircraft are held free Additional Accounts designated hereby and clear in the case of any Adverse Claim other than Permitted Liensthe Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute "accounts" within the meaning of the applicable UCC.
Appears in 2 contracts
Sources: Assignment of Receivables (Chase Manhattan Bank Usa), Assignment of Receivables (Chase Credit Card Master Trust)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Agent Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower;
(ii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(iii) the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as security for defined in the Secured Obligationsapplicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);
(iv) with respect to Collateral that constitutes Deposit Accounts:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in priority such Accounts to no be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other Liens than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;
(vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause clauses (pa), (d) or (f) of the definition of Permitted LienLiens);
(viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization;
(x) upon the delivery to the Collateral Custodian and the Document Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and all filings and other actions necessary to perfect and protect the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest under the laws of the United States, Ireland shall be a valid and each Other Relevant Jurisdiction have been (or first priority perfected security interest in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None all of the Collateral nor in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York;
(xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been sold terminated and/or fully and validly assigned to the Administrative Agent on or is currently prior to the date hereof. There are no judgments or tax lien filings against the Borrower;
(xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Document Custodian;
(xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured Parties, or, ;
(xiv) with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Leases, in favor Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower Parties or the Lessee thereunder.of such certificated security; and
(cxv) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to Collateral that constitutes an Uncertificated Security, the Pool Aircraft are held free Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and clear of any Adverse Claim other than Permitted Lienssuch control remains effective.
Appears in 2 contracts
Sources: Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund), Loan, Security and Investment Management Agreement (Investcorp US Institutional Private Credit Fund)
Security Interest. (a) The Security Agreement creates a valid and (upon To secure the taking timely repayment of the actions required hereby or thereby) perfected security principal of, and interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priorityon, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Advances, and all filings and other actions necessary to perfect and protect such security interest under the laws Obligations of the United StatesBorrower to any Secured Party, Ireland including, without limitation, the Aggregate Contingent Interest, and each Other Relevant Jurisdiction have been (the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or in hereinafter existing or arising, due or to become due, direct or indirect, the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties hereby pledges and creditors of and purchasers from such Borrower Parties, except in each case grants to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, ora continuing, with respect first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the Leasesfollowing, in favor whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower Parties in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document.
(b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the Lessee thereunderproceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes.
(c) The rights Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorthe Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable) under the Leases to which it is a party , with respect to such Pledged Policy, request the Pool Aircraft are held free Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Pledged Policy, and clear to take such other actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, the Aggregate Contingent Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and to take such other actions as the Borrower shall reasonably request in order to evidence any Adverse Claim other than Permitted Lienssuch release.
Appears in 2 contracts
Sources: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Security Interest. (a) The Security i. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as contributions, then this Agreement creates a valid and (upon continuing Lien on the taking of the actions required hereby or thereby) perfected security interest Transferred Assets in favor of the Collateral Agent in Transferee and the Collateral Agent, as security assignee, for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) benefit of the definition Secured Parties, which security interest is validly perfected under Article 9 of Permitted Lienthe UCC (to the extent such security interest may be perfected under such article), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Transferee; the Transferred Assets are comprised of "instruments," "security entitlements," "general intangibles," "certificated securities," "uncertificated securities," "securities accounts," "investment property," "accounts," "cash," "deposit accounts" and "proceeds" and such Borrower Parties, except in each case to the extent not required other categories of collateral under the Express Perfection Requirementsapplicable UCC as to which the Transferor has complied with its obligations as set forth herein;
ii. Subject the Collateral Assets, along with the related loan files, constitute either a "general intangible," an "instrument," an "account," "securities entitlement," "tangible chattel paper", "certificated security," "uncertificated security," "supporting obligation," or "insurance" (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Local Requirements Exception, Transferor has complied with its obligations under this Section 4.1(z);
iii. the relevant Owner Subsidiary Transferor owns and has good and marketable legal title to its respective Pool Aircraftthe Transferred Assets Conveyed by it to the Transferee hereunder on such Conveyance Date, free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
iv. the Transferor has received all consents and approvals required by the terms of any Collateral Asset, to the Conveyance thereof and the granting of a security interest in the Collateral Assets hereunder to the Transferee;
v. the Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Transferee in that portion of the Transferred Assets in which a security interest may be perfected by filing granted hereunder to the Transferee; provided that filings in respect of real property shall not be required;
vi. other than (bi) None as expressly permitted by the terms of this Agreement and the Credit Agreement and (ii) the security interest granted to the Transferee, the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Transferred Assets. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Transferred Assets other than any financing statement (A) relating to the security interest granted to the Transferee under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Transferor is not aware of the filing of any judgment or tax lien filings against the Transferor;
vii. all original executed copies of each underlying promissory note or copies of each assignment and assumption agreement, transfer document or instrument relating to such Collateral Asset evidencing the assignment of such Collateral Asset from any prior owner thereof to the Transferee and from the Transferee in blank or to the Collateral Agent, will be delivered to the Custodian;
viii. the Transferor has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Custodian that the Custodian, as the bailee of the Collateral nor Agent, is holding the underlying promissory notes that constitute or evidence the Collateral Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties;
ix. none of the underlying promissory notes (if any), that constitute or evidence the Collateral Assets has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the Collateral Agent, on behalf of the Secured Parties;
x. with respect to any Transferred Asset that constitutes a "certificated security", such certificated security has been delivered to the terms hereof or Custodian, on behalf of the Security Documents and except for Permitted LiensSecured Parties and, no Collateral nor any Pool Aircraft Collateral is described if in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have registered form, has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings blank by an effective Indorsement or registrations that have has been terminated (or agreed to be terminated by registered in the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor name of the Collateral Agent, for the benefit of the Secured Parties, or, upon original issue or registration or transfer by the Transferee of such certificated security; and
xi. with respect to any Transferred Assets that constitutes an "uncertificated security", that the LeasesTransferor shall cause the issuer of such uncertificated security to register the Collateral Agent, in favor on behalf of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorSecured Parties, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear registered owner of any Adverse Claim other than Permitted Lienssuch uncertificated security.
Appears in 2 contracts
Sources: Contribution Agreement (Ares Strategic Income Fund), Contribution Agreement (Ares Core Infrastructure Fund)
Security Interest. (a) The Security Agreement creates a valid and (upon It is the taking express intent of the actions required hereby or thereby) perfected security interest in favor parties hereto that the Sale of the Collateral Agent in Loan Assets by the Collateral as security Seller to the Purchaser hereunder be, and be treated for the Secured Obligations, subject in priority to no other Liens all purposes (other than Permitted Liens tax and accounting purposes) as an absolute sale by the Seller (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens any Lien, security interest, charge or encumbrance other than Permitted Liens.
(b) None of such Loan Assets. It is, further, not the intention of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant parties that such Sale be deemed a pledge of such Loan Assets by the Seller to the terms hereof Purchaser to secure a debt or other obligation of the Security Documents and except for Permitted LiensSeller. However, no Collateral nor any Pool Aircraft Collateral is described in the event that, notwithstanding the intent of the parties, such Loan Assets are held to continue to be property of the Seller, then the parties hereto agree that: (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed the Agreement shall also be deemed to be terminated by a “security agreement” within the secured parties referenced therein) and meaning of Article 9 of the UCC financing statements filed in connection with Permitted Liens or UCC; (ii) any other mortgage registries, including the International Registry, or filing records that may transfer of the Loan Assets provided for hereunder shall be applicable deemed to be a grant by the Seller to the Collateral Purchaser of a first priority security interest (subject only to Permitted Liens) in all of the Seller’s right, title and interest in and to such Loan Assets and all amounts payable to the holders of such Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or any Pool Aircraft Collateral involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in any the Controlled Accounts, whether in the form of cash, instruments, securities or other relevant jurisdiction, other than such filings or registrations that have been terminated property; (iii) the possession by the Purchaser (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor Collateral Custodian on behalf of the Collateral AgentTrustee, for the benefit of the Secured Parties) of such Loan Assets and such other items of property as constitute instruments, ormoney, with respect negotiable documents or chattel paper shall be, subject to clause (iv), for purposes of perfecting the security interest pursuant to the LeasesUCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, in favor of the Borrower Parties bailees or the Lessee thereunder.
agents (c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) of the Purchaser for the purpose of perfecting such security interest under Applicable Law. The parties further agree in such event that any assignment of the interest of the Purchaser pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the Agreement. The Purchaser shall, to the extent consistent with the Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if the Agreement were deemed to create a security interest in such Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of the Agreement. The Purchaser shall have, in addition to the rights and remedies which it may have under the Leases Agreement, all other rights and remedies provided to a secured creditor under the UCC and other Applicable Law, which it is a party with respect to the Pool Aircraft are held free rights and clear of any Adverse Claim other than Permitted Liensremedies shall be cumulative.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)
Security Interest. To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the name of Purchaser or its duly authorized representative, a first priority, continuing security interest (aunless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) The Security Agreement creates in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a valid Material Breach, the assets, business property and collateral of any Other Business, Successor Company or Guarantor; and (upon v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor, on the taking one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the actions required UCC for purposes of creating and perfecting the foregoing security interest. M▇▇▇▇▇▇▇ hereby or therebyauthorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) perfected security interest in favor at any time with any governmental agency and/or office (including the office of the Collateral Agent Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or otherwise encumber any security for interest in its Receivables to any other person or entity until Purchaser has received the Secured ObligationsAmount Sold, subject in priority to no other Liens (plus any assessed fees and Costs of Collection, other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral a financing approved by Purchaser in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderwriting beforehand.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Amphitrite Digital Inc), Receivables Sale Agreement (Amphitrite Digital Inc)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Purchased Collateral in favor of the Collateral Buyer and the Administrative Agent in the Collateral as security for assignee on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) each of the Assets, except in each case to along with the extent not required under related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of Article 9 of the Local Requirements Exception, UCC of all applicable jurisdictions;
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Purchased Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Purchased Collateral nor granted hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties;
(vi) other than the security interest granted to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Purchased Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Purchased Collateral other than any financing statement (A) relating to the security interest granted to the Purchasers under the Sale and Servicing Agreement, or (B) that has been sold terminated. The Seller is not aware of the filing of any judgment or is currently pledgedtax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, assigned as applicable, that constitute or otherwise encumbered other than pursuant evidence each Asset has been, or subject to the terms hereof delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or of its bailee is holding the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in underlying promissory notes (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced thereinif any) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Assets solely on behalf of and for the benefit of the Secured Parties;
(ix) none of the underlying promissory notes or Loan Registers, oras applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties;
(x) none of the Collateral has been pledged or otherwise made subject to a Lien; and
(xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the LeasesCollateral is the State of New York, in favor the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Borrower Secured Parties or and (2) any Asset comprising certificated securities within the Lessee thereunder.
(c) The rights and obligations meaning of each Owner Subsidiary and each Intermediate Lessee (as lessorthe UCC, as applicable) under the Leases to which it is a party with respect such Assets have been delivered to the Pool Aircraft are held free Collateral Custodian and clear indorsed in blank to the Collateral Custodian solely on behalf of any Adverse Claim other than Permitted Liensand for the benefit of the Secured Parties.
Appears in 2 contracts
Sources: Sale and Contribution Agreement (Capitalsource Inc), Sale and Contribution Agreement (Capitalsource Inc)
Security Interest. (ai) The Security this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is validly perfected under Article 9 of the UCC and is prior to no all other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Borrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability;
(ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(iii) the Collateral is comprised of "instruments", "general intangibles", "certificated securities", "security entitlements", "uncertificated securities", "deposit accounts", "securities accounts", "investment property" and "proceeds" (each case as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);
(iv) with respect to Collateral that constitutes Deposit Accounts:
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the extent Lien of the Administrative Agent. The Borrower has not required under instructed the Express Perfection Requirements. Subject depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Local Requirements ExceptionLien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the relevant Owner Subsidiary Borrower and the Servicer may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) each Account constitutes a "securities account" as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;
(vii) the Borrower owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien of any Person (other than Permitted Liens.);
(bviii) None the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral nor in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower's jurisdiction of organization;
(x) upon the delivery to the Collateral Custodian of all Collateral constituting "instruments" and "certificated securities" (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian's Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York;
(xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement that has been sold terminated and/or fully and validly assigned to the Administrative Agent on or is currently prior to the date hereof or reflecting the Liens granted hereunder. There are no judgments or tax lien filings against the Borrower;
(xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Administrative Agent on behalf of the Security Documents and except for Permitted Liens, no Secured Parties;
(xiv) with respect to Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have that constitutes a "certificated security," such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings blank by an effective Indorsement or registrations that have has been terminated (registered in the name of the Administrative Agent upon original issue or agreed to be terminated registration of transfer by the secured parties referenced thereinBorrower of such certificated security;
(xv) or with respect to Collateral that have been made in connection with Permitted Liensconstitutes an Uncertificated Security, the Security Agreement or any other Security Document Borrower has caused the Administrative Agent to gain "control" of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and
(xvi) the Borrower represents and warrants that the full legal and beneficial title to the Collateral has been secured in favor of the Collateral Administrative Agent, as agent for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp), Loan, Security and Servicing Agreement (Monroe Capital Income Plus Corp)
Security Interest. (ai) The Security Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower.
(ii) This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Holdings.
(iii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity.
(iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, except pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in each case to or otherwise conveyed any of the extent Pledged Equity. Holdings has not required under authorized the Express Perfection Requirementsfiling of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Subject to Holdings is not aware of the Local Requirements Exceptionfiling of any judgment or Tax lien filings against Holdings, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(bv) None Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Collateral nor any Pool Aircraft Collateral has been sold Administrative Agent or is currently pledgedits designee as a member in the Borrower with all the rights and powers related thereto, assigned or otherwise encumbered other than pursuant subject to the terms hereof or of this Agreement.
(vi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to Borrower expressly provides that such interest shall be terminated by a "security" within the secured parties referenced therein) and meaning of Article 8 of the UCC financing statements filed of the applicable jurisdiction and (B) such certificate shall be delivered as provided in connection with Permitted Liens or clause (iivii) below.
(vii) If any other mortgage registries, including portion of the International Registry, or filing records that may be applicable Pledged Equity constitutes a "certificated security," such certificated security has been delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionAdministrative Agent, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(viii) If any portion of the Pledged Equity constitutes an "uncertificated security", the Borrower hereby agrees to comply with instructions of the Administrative Agent, given at the direction of the Majority Lenders, with respect to the Leases, in favor such Pledged Equity without further consent of the Borrower Parties or the Lessee thereunderHoldings.
(cix) The rights Except as permitted pursuant to Section 5.08(f), Holdings' location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and obligations chief executive office of each Owner Subsidiary Holdings (and each Intermediate Lessee the location of Holdings' records regarding the Pledged Equity (as lessor, as applicable) under the Leases to which it is a party with respect other than those delivered to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted LiensCollateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in Section 11.02.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) the Asset, except in each case to along with the extent not required under related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral nor granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been sold terminated. The Seller is not aware of the filing of any judgment or is currently pledgedtax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, assigned as applicable, that constitute or otherwise encumbered other than pursuant evidence each Loan has been, or subject to the terms hereof or of the Security Documents and except for Permitted Liensdelivery requirements contained herein, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to will be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensif any), the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Assets solely on behalf of and for the benefit of the Secured PartiesParties provided, orhowever, notwithstanding the foregoing, with respect to any Asset to be funded with the Leasesproceeds of an Advance funded on a same-day basis pursuant to Section 2.3(a), in favor the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the Borrower Parties applicable underlying promissory note or Loan Register, as applicable and (B) within two Business Days after such Funding Date, that the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorCollateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties;
(ix) under none of the Leases underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liens.the Administrative Agent, on behalf of the Secured Parties; and
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)
Security Interest. (a) The Security Agreement creates Borrower hereby unconditionally grants and assigns to the Lender and its successors and assigns a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest in favor and security title to the Stock. The Borrower hereby delivers to the Lender all of its right, title and interest in and to the Collateral Agent Stock, together with certificates representing the Stock and stock powers endorsed in the Collateral blank, as security for (i) all obligations of the Secured ObligationsBorrower to the Lender hereunder, subject and (ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in priority to no other Liens (other than Permitted Liens (other thanblank by the Borrower. Beneficial ownership of the Stock, including all voting, consentual and dividend rights, shall remain in the case Borrower until the occurrence of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liensa Default.
(b) None If, prior to repayment in full of the Collateral nor Loan, the aggregate book value of the Stock becomes less than 200% of the outstanding Loan balance, the Borrower shall promptly deliver to the Lender on demand additional collateral of a type and value acceptable to the Lender (and the Lender's judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of 200% of the outstanding Loan balance. The Borrower shall also execute any Pool Aircraft Collateral has been sold or security documents the Lender may request to evidence and perfect the Lender's rights in such additional collateral. If at any time such additional collateral is currently pledged, assigned or otherwise encumbered other than no longer required pursuant to this Section 1(b), the terms hereof or Lender shall release its security interest in such additional collateral upon the request of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBorrower.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Stock Pledge Agreement (Appalachian Bancshares Inc), Loan and Stock Pledge Agreement (Crescent Banking Co)
Security Interest. (ai) The Security As described in Section 2.01(l) hereof, it is the intention of the parties hereto that the conveyance of the Collateral by the Seller to the Buyer be, and be construed as, an absolute sale and/or contribution without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale and/or contribution, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) granted by the Seller in favor of the Buyer in all right, title and interest of the Seller in, to and under the Collateral Agent Loans transferred by the Seller thereto, which security interest shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the Collateral as security for Loans, along with the Secured ObligationsRelated Contracts, subject in priority constitute “general intangibles,” “instruments,” “accounts,” “investment property” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has, and upon the sale, transfer and/or contribution thereof by the Seller to no other Liens the Buyer, the Buyer will have good and marketable title to such Collateral Loans free and clear of any Lien (other than Permitted Liens Liens), claim or encumbrance of any Person; (other thaniv) the Seller has received all consents and approvals required by the terms of the Collateral Loans to the sale and/or contribution of the Collateral Loans -13- hereunder to the Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienB), and for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) the Seller has caused the filing of all filings and other actions necessary appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect and protect such the security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against Loans granted by the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case Seller to the Buyer under this Agreement to the extent not required under perfection can be achieved by filing a financing statement; (vi) other than the Express Perfection Requirements. Subject sale and/or contribution by the Seller to the Local Requirements ExceptionBuyer hereunder, and the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of back-up security interest granted by the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant Seller to the terms hereof or of the Security Documents and except for Permitted LiensBuyer, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated as assigned by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable Buyer to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, orpursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral Loans which security interests, if any, with respect to such Collateral Loans will be released on or prior to the Leases, in favor applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement or (B) that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the Borrower Parties filing of any judgment or tax Lien filings against the Lessee thereunder.
Seller; (cvii) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Pool Aircraft are held free Collateral Loans sold by the Seller hereunder have been delivered by the Seller at the direction of the Buyer as required under the Credit Agreement; and clear (viii) none of the promissory notes, if any, that constitute or evidence any Adverse Claim Collateral Loans sold by the Seller hereunder has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Permitted Liensthe Buyer.
Appears in 2 contracts
Sources: Loan Sale and Contribution Agreement (Nuveen Churchill Private Capital Income Fund), Loan Sale and Contribution Agreement (Nuveen Churchill Private Capital Income Fund)
Security Interest. (a) The Security Agreement creates As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Borrower’s obligations under this Note (whether now existing or hereafter arising), each Obligor grants to Lender a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor all of such Obligor’s right, title and interest in and to the following personal Property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the Collateral Agent in capital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) Goods, and other tangible and intangible personal Property of such Obligor whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Obligor and wherever located; and, to the Collateral as security for extent not otherwise included, all proceeds of each of the Secured Obligationsforegoing and all accessions to, subject in priority substitutions and replacements for, and rents, profits and products of each of the foregoing; and excluding all Intellectual Property. Each Obligor shall not permit a Lien to no other Liens exist on its Intellectual Property (other than Permitted Liens Liens) without the prior written consent of Lender. The Collateral shall include all proceeds from the sale of all Intellectual Property outside the ordinary course of business and all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (other than, including a U.S. Bankruptcy Court) holds that a security interest in the case underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of prioritysuch Intellectual Property, at the Permitted Lien described in clause (p) time of a sale, then the Collateral shall automatically, and effective as of the definition date of Permitted Lien)this Agreement, and all filings and other actions necessary to perfect and protect such security interest under include the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case Intellectual Property to the extent not required under necessary to permit perfection of Lender’s security interest in the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear sales proceeds of Liens other than Permitted LiensIntellectual Property.
(b) None Unless otherwise defined in this Note, capitalized terms used in Section 9(a) shall have the respective meanings assigned to such terms in the Hercules LSA (as in effect on the date hereof, a copy of the Collateral nor any Pool Aircraft Collateral has been sold or which is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents attached hereto and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated incorporated by the secured parties referenced thereinreference) and any items of classes of Collateral referred to above not so defined shall have the UCC financing statements filed meanings assigned to such terms in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderNew York Uniform Commercial Code.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee Borrower shall use its commercially reasonable efforts no later than 60 days after the Closing Date to (as lessor, as applicablei) under the Leases to which it is a party cause any deposit account control agreements in effect with respect to any of Borrower’s Deposit Accounts to be amended on terms reasonably satisfactory to the Pool Aircraft are held free Lender to provide that Lender shall have “control” (within the meaning of Section 9-104(a) of the New York Uniform Commercial Code) over such Deposit Accounts effective after the Hercules LSA has been paid in full, and clear of any Adverse Claim other than Permitted Liens(ii) cause insurance certificates to be issued to the Lender in accordance with Section 16(b).
Appears in 2 contracts
Sources: Second Lien Secured Term Note (Glori Energy Inc.), Second Lien Secured Term Note (Glori Energy Inc.)
Security Interest. This Assignment constitutes either:
(ai) The Security Agreement creates a valid transfer and (upon assignment to the taking Trust of the actions required hereby or thereby) perfected security all right, title and interest of Chase USA in favor of the Collateral Agent and to Receivables now existing and hereafter created in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Additional Accounts designated hereby, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been proceeds (or as defined in the case UCC) of future Collateral such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated held by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held Trust free and clear of any Adverse Claim other than Permitted LiensLien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA'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; or (ii) a grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if 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 proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement.
Appears in 2 contracts
Sources: Assignment of Receivables (Chase Manhattan Bank /Ny/), Assignment of Receivables (Chase Manhattan Bank /Ny/)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Trustee on behalf of the Secured Obligations, subject in priority Parties which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such the Borrower;
(ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Borrower Parties, except in each case to is the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary lawful owner of and has good and marketable legal title to its respective Pool Aircraft, the Transferred Loans and all related Collateral free and clear of Liens any Lien (other than Permitted Liens.);
(biv) None the Borrower has received all consents and approvals required by the terms of the Collateral nor to the grant of a security interest in the Collateral hereunder to the Agent, on behalf of the Secured Parties;
(v) the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in such Collateral granted to the Trustee on behalf of the Secured Parties under this Agreement;
(vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of such Collateral;
(vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to the security interest granted to the Trustee on behalf of the Secured Parties under this Agreement, or (B) that has been sold terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof;
(viii) the Borrower is currently pledged, assigned not aware of the filing of any judgment or otherwise encumbered tax Lien filings against the Borrower;
(ix) other than pursuant in the case of Pre-Positioned Loans and Noteless Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or evidence any Transferred Loans have been delivered to the terms hereof Trustee;
(x) the Borrower has received a written acknowledgment from the Trustee that the Trustee or of its bailee is holding the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in Underlying Notes that constitute or evidence the Transferred Loans (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced thereinNoteless Loans) solely on behalf of and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan (that is not a Noteless Loan) to be funded with the Leasesproceeds of an Advance, in favor the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Borrower Parties Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Lessee thereunder.Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and
(cxi) The rights and obligations none of each Owner Subsidiary and each Intermediate Lessee (as lessorthe Underlying Notes that constitute or evidence any Transferred Loans has any marks or notations indicating that it has been pledged, as applicable) under the Leases assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Borrower and the Agent.
Appears in 2 contracts
Sources: Loan Funding and Servicing Agreement (Kohlberg Capital CORP), Loan Funding and Servicing Agreement (Kohlberg Capital CORP)
Security Interest. (ai) The Security As described in Section 2.05 hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in favor of the Buyer in all right, title and interest of the Seller in, to and under the Collateral Agent Loans, which security interest shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);
(ii) the Collateral as security for Loans, along with the Secured ObligationsRelated Contracts, subject in priority constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to no other Liens the Buyer, the Buyer will have good and marketable title to such Collateral Loans free and clear of any Lien (other than Permitted Liens Liens), claim or encumbrance of any Person;
(other thaniv) the Seller has received all consents and approvals required by the terms of the Collateral Loans to the sale of the Collateral Loans hereunder to the Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienB), and for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));
(v) the Seller has caused the filing of all filings and other actions necessary appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect and protect such the security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against Loans granted to the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral Loans. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax Lien filings against the Seller;
(vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Collateral Loans have been delivered in accordance with the Credit Agreement by the Seller at the direction of the Buyer as required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.Credit Agreement; and
(bviii) None none of the promissory notes, if any, that constitute or evidence any Collateral nor Loans has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBuyer.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan Sale and Contribution Agreement (Fifth Street Senior Floating Rate Corp.), Loan Sale and Contribution Agreement (Fifth Street Senior Floating Rate Corp.)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest A term contained in favor of the Collateral Agent these General Terms that is defined in the Collateral as security for PPSA (but not otherwise defined in these General Terms) has the Secured Obligations, subject in priority meaning given to no other Liens (other than Permitted Liens (other than, it in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensPPSA.
(b) None of In consideration for the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledgedCaaS Supplies provided to you under these General Terms, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in you agree:
(i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated That these General Terms create a security interest and a purchase money security interest (or agreed to be terminated by PMSI) in the secured parties referenced therein) CaaS Equipment and the UCC financing statements filed in connection with Permitted Liens or proceeds of sale of such CaaS Equipment;
(ii) to keep all CaaS Equipment free and ensure all CaaS Equipment are kept free of any other mortgage registriescharge, including lien or security interest except as created under these Terms, and not otherwise deal with the International Registry, CaaS Equipment in a way that will or filing records may prejudice any rights of JET Charge under these General Terms or the PPSA; and
(iii) that may JET Charge is a secured party and can register its interest on any applicable security interest register. Any costs and expenses associated with JET Charge’s protection of its security interest will be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated a debt due and owing by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderCustomer.
(c) If JET Charge has cause to exercise any of its rights under the PPSA, the Customer authorises JET Charge to enter any premises or property without notice and without liability for trespass or damage to the extent reasonably necessary to exercise such rights, save to the extent caused by our or our employees, officers, agents or contractors’ fraud, negligence or wilful misconduct.
(d) The rights and obligations Customer waives its right:
(i) to receive a copy of each Owner Subsidiary and each Intermediate Lessee any financing statement, financing change statement or verification statement that is or may be registered, issued or received at any time; and
(as lessor, as applicableii) under such sections of the Leases PPSA as are able to which it is a party with respect be waived or excluded by agreement, including the following sections of the PPSA: section 95 (notice of removal of an accession) to the Pool Aircraft are held free extent that it requires the secured party to give a notice to the grantor; section 96 (when a grantor may retain an accession); section 123 (right to seize collateral); section 125 (obligation to dispose of or retain collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give notice to the grantor; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and clear section 143 (reinstatement of any Adverse Claim other than Permitted Lienssecurity agreement).
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Trustee on behalf of the Secured Obligations, subject in priority Parties which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such the Borrower;
(ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Borrower Parties, except in each case to is the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary lawful owner of and has good and marketable legal title to its respective Pool Aircraft, the Transferred Loans and all related Collateral free and clear of Liens any Lien (other than Permitted Liens.);
(biv) None the Borrower has received all consents and approvals required by the terms of the Collateral nor to the grant of a security interest in the Collateral hereunder to the Agent, on behalf of the Second Parties;
(v) the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in such Collateral granted to the Trustee on behalf of the Secured Parties under this Agreement;
(vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of such Collateral;
(vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to the security interest granted to the Trustee on behalf of the Secured Parties under this Agreement, or (B) that has been sold terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof;
(viii) the Borrower is currently pledged, assigned not aware of the filing of any judgment or otherwise encumbered tax Lien filings against the Borrower;
(ix) other than pursuant in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), (4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or evidence any Transferred Loans have been delivered to the terms hereof Trustee;
(x) the Borrower has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties; provided, orhowever, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the Leasesproceeds of an Advance, in favor the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Borrower Parties Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Lessee thereunder.Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and
(cxi) The rights and obligations none of each Owner Subsidiary and each Intermediate Lessee (as lessorthe Underlying Notes that constitute or evidence the Transferred Loans has any marks or notations indicating that it has been pledged, as applicable) under the Leases assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Borrower and the Agent.
Appears in 2 contracts
Sources: Loan Funding and Servicing Agreement (Patriot Capital Funding, Inc.), Loan Funding and Servicing Agreement (Patriot Capital Funding, Inc.)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationsperformance by the Company of all the terms, subject in priority to no other Liens (other than Permitted Liens (other than, in covenants and agreements on the case of priority, the Permitted Lien described in clause (p) part of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed Company to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security performed under this Agreement or any other Security Document in favor Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, ora security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the LeasesCollateral available to a secured party at law or in equity, in favor including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the Borrower Parties or the Lessee thereunderUCC and other applicable law.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: u.s. Receivables Loan Agreement (Huntsman CORP), u.s. Receivables Loan Agreement (Huntsman CORP)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationsperformance by the Company of all the terms, subject in priority to no other Liens (other than Permitted Liens (other than, in covenants and agreements on the case of priority, the Permitted Lien described in clause (p) part of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed Company to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security performed under this Agreement or any other Security Document in favor Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Collateral Agent, for the benefit of the Secured Parties, ora security interest in, all of the Company’s right, title and interest in and to the following (collectively, the “RLA Collateral”):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Leasessuch agreement, in favor (C) claims of the Borrower Parties Company for damages arising out of or for breach of or default under such agreement, (D) the Lessee thereunder.right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) The rights the Collection Accounts, including (A) all funds and obligations other evidences of each Owner Subsidiary payment held therein and each Intermediate Lessee all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Collection Accounts; and
(d) the Company Concentration Accounts (including the Payments Reserve Subaccounts) and the Withholding Tax Reserve Account, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or the Withholding Tax Reserve Account or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts or the Withholding Tax Reserve Account and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as lessor, those terms are defined in the UCC as applicablein effect on the date hereof in the State of New York) under in which the Leases to which it is a party with respect Company has any interest; and
(f) to the Pool Aircraft are held free and clear extent not included in the foregoing, all proceeds of any Adverse Claim other than Permitted Liensand all of the foregoing.
Appears in 2 contracts
Sources: European Receivables Loan Agreement, European Receivables Loan Agreement (Huntsman CORP)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Collateral Agent in the Collateral as Purchaser, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Seller;
(ii) the Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), real property and/or such Borrower Parties, except in each case to the extent not required other category of collateral under the Express Perfection Requirements. Subject applicable UCC as to which the Local Requirements Exception, Seller has complied with its obligations under this Section 4.1(z).
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraftthe Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of Liens any Lien (other than Permitted Liens.) of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required;
(vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) other than in the case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Trustee, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral nor Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement;
(ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Trustee, on behalf of the Security Documents and except for Permitted LiensSecured Parties;
(x) with respect to any Sale Portfolio that constitutes a “certificated security”, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionCustodian, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral AgentSecured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and
(xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the LeasesSeller shall cause the issuer of such uncertificated security to register the Trustee, in favor on behalf of the Borrower Parties or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorSecured Parties, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear registered owner of any Adverse Claim other than Permitted Lienssuch uncertificated security.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)
Security Interest. (ai) The Security Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower is fully paid and nonassessable.
(ii) This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Holdings;
(iii) Holdings has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity;
(iv) other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, except pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in each case to or otherwise conveyed any of the extent Pledged Equity. Holdings has not required under authorized the Express Perfection Requirementsfiling of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Subject to Holdings is not aware of the Local Requirements Exceptionfiling of any judgment or Tax lien filings against Holdings, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.;
(bv) None Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee following, and during the occurrence of, an Event of Default and to the substitution of the Collateral nor any Pool Aircraft Collateral has been sold Administrative Agent or is currently pledgedits designee as a member in the Borrower with all the rights and powers related thereto, assigned or otherwise encumbered other than pursuant subject to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in this Agreement;
(vi) The Pledged Equity shall not be represented by a certificate unless (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to the limited liability company agreement expressly provides that such interest shall be terminated by a “security” within the secured parties referenced therein) and meaning of Article 8 of the UCC financing statements filed in connection with Permitted Liens or of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent;
(vii) if any other mortgage registries, including portion of the International Registry, or filing records that may be applicable Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionCustodian, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, with respect for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security;
(viii) if any portion of the Pledged Equity constitutes an “uncertificated security”, Holdings has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security; and
(ix) except as permitted pursuant to Section 5.08(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (and the location of Holdings’ records regarding the Pledged Equity (other than those delivered to the Leases, Collateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in favor of the Borrower Parties or the Lessee thereunderSection 11.02.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.), Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Originator;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Originator owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien, claim or encumbrance of any Person (other than Permitted Liens.);
(biv) None the Originator has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement;
(vi) other than the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under the ACAS Transfer Agreement and this Agreement, or (B) that has been sold terminated. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(vii) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(viii) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(ix) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 2 contracts
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationspayment and performance, subject in priority to no other Liens (other than Permitted Liens (other thanas the case may be, in the case of priority, the Permitted Lien described in clause (p) full of the definition of Permitted LienSecured Obligations (including the Guaranty) when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise), each Grantor hereby assigns and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case pledges to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements ExceptionAdministrative Agent, the relevant Owner Subsidiary has good its successors and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agentassigns, for the benefit of the Secured Parties, orand hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to the Account, all cash balances and other property from time to time on deposit in or credited to the Account, and all Proceeds and products thereof, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”); provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Property.
(b) Subject to Section 4.01(d), each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Leases, in favor Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” or “all property” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Borrower Parties UCC or the Lessee thereunderanalogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable request.
(c) The rights Security Interest is granted as security only and obligations shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of each Owner Subsidiary and each Intermediate Lessee any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (B) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of certificated Pledged Equity as lessorexpressly required elsewhere herein, as applicable(C) under entering into the Leases to which it is a party Account Control Agreement with respect to the Pool Aircraft are held free and clear Account (and, for the avoidance of doubt, the Conditional Controlled Account Agreement with respect to the Conditional Controlled Account), or (D) other methods expressly provided herein, (ii) to take any Adverse Claim action (other than Permitted Liensthe actions listed in clauses (i)(A), (B) and (C) above) with respect to any assets located outside of the United States, (iii) to perfect in any assets subject to a certificate of title statute or (iv) to deliver any Capital Stock except as expressly provided in Section 3.01 or Section 3.04.
Appears in 1 contract
Sources: Guaranty and Security Agreement (CorePoint Lodging Inc.)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Seller;
(ii) the Asset, except in each case to along with the extent not required under related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Seller owns and has good and marketable legal title to its respective Pool Aircraft, the Collateral free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral nor any Pool Aircraft Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has been sold or is currently not pledged, assigned assigned, sold, granted a security interest in or otherwise encumbered conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than pursuant any financing statement (A) relating to the terms hereof security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the Security Documents and except for Permitted Liensfiling of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (as applicable, that constitute or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registryevidence each Loan has been, or filing records that may subject to the delivery requirements contained herein, will be applicable delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated its bailee is holding the underlying promissory notes (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensif any), the Security Agreement or any other Security Document in favor copies of the Collateral Agent, Loan Registers that constitute or evidence the Assets solely on behalf of and for the benefit of the Secured PartiesParties provided that, ornotwithstanding the foregoing, with respect to any Asset to be funded with the Leasesproceeds of a Swingline Advance, the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable, and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties;
(ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; and
(x) none of the Collateral has been pledged or otherwise made subject to a Lien in favor of the Borrower Parties Bear, S▇▇▇▇▇▇ & Co. Inc., Bear, S▇▇▇▇▇▇ Securities Corp. or the Lessee thereunderany of their now or hereafter existing affiliates, except for such pledge or Lien as shall have been previously released or terminated.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Originator;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Originator owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Originator has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement;
(vi) other than the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under the ACAS Transfer Agreement and this Agreement, or (B) that has been sold terminated. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(vii) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(viii) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(ix) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Issuer, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Trust Depositor;
(ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” a “payment intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Trust Depositor owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens Liens);
(iv) the Trust Depositor has received all consents and approvals required by the terms of the Loan Assets to the sale of the Loan Assets hereunder to the Issuer;
(v) the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Issuer under this Agreement;
(vi) other thanthan the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets;
(vii) the Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such Loan Assets other than any financing statement (1) relating to the security interest granted to the Issuer under this Agreement, or (2) that has been terminated or for which the underlying security interest has been released;
(viii) the Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor;
(ix) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Trust Depositor has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Holders and the Swap Counterparties; and
(xi) none of the Underlying Notes, or, in the case of priorityNoteless Loans, the Permitted Lien described in clause (p) of Designated Loan Agreements, that constitute or evidence the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (Loan Assets has any marks or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral notations indicating that it has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) Issuer and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderIndenture Trustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. Paragraph 6 of the SIFMA Master is hereby amended and restated in its entirety to read as follows:
(a) The Security Agreement creates a valid and (upon the taking of the actions required Seller hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority grants to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of Seller’s right, title and interest in and to all loans identified in the Portfolio Schedule applicable to each Transaction entered into under this Agreement, all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, and all proceeds thereof (collectively, the “Collateral”), to secure the Seller’s obligations under the Transaction Agreements (the “Secured Parties, orObligations”). This Agreement shall create a continuing security interest in the Collateral (notwithstanding any deemed repurchase by Seller under an expiring Transaction and simultaneous deemed purchase by Buyers under a subsequent Transaction of any Roll-Over Securities) and shall remain in full force and effect until such security interest is released pursuant to (and to the extent provided in) Paragraph 6(c) below or until all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement have been indefeasibly paid in full (without application of any set off or netting). Agent (for the benefit of the Buyers) shall have, with respect to all the LeasesCollateral, in favor addition to all other rights and remedies available to Agent (for the benefit of the Borrower Parties Buyers) under the Transaction Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction.
(b) Seller hereby authorizes Agent to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the security interest granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction (which financing statements may describe the collateral as “All of Debtor's right, title and interest in and to all loans identified in the schedule (as such schedule is amended and restated from time to time, each a "Portfolio Schedule") applicable to each transaction entered into under the 1996 SIFMA Master Repurchase Agreement dated as of February 3, 2016 (the "Repurchase Agreement"), between Debtor, Coöperatieve Rabobank, U.A., New York Branch and the other Buyers from time to time party thereto, including Annex I thereto (and as amended thereby), all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all rights arising under the loan agreements governing such loans, whether now existing or the Lessee thereunderhereafter arising, and all proceeds thereof.”).
(c) The rights security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and obligations the Buyers (i) upon payment of each Owner Subsidiary and each Intermediate Lessee the Repurchase Price for any Transaction (as lessorincluding by application of set off or netting in accordance with Paragraph 12 of this Agreement (but subject to Paragraph 12 of Annex I hereto)), as applicable) under the Leases to which it is a party without further action by any Person, but solely with respect to the Pool Aircraft Purchased Securities in respect of such Transaction that are held free not Roll-Over Securities with respect to such Transaction, and clear (ii) upon any amendment and restatement of the Portfolio Schedule with respect to a Transaction in accordance with the terms hereof, without further action by any Adverse Claim other than Permitted LiensPerson, but solely with respect to Purchased Securities previously identified in the existing Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. Agent hereby agrees, at Seller’s expense, to (x) file appropriate financing statement amendments to reflect such release and (y) agree to take such additional actions, as Seller may reasonably request to better evidence such release.”
Appears in 1 contract
Sources: Master Repurchase Agreement (Dupont E I De Nemours & Co)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in favor of the Collateral Agent Issuer in all right, title and interest of Originator in the Collateral as Loan Assets, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Originator;
(ii) the Loans, except in each case along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Originator owns and has, and upon the sale and transfer thereof by the Originator to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements ExceptionIssuer, the relevant Owner Subsidiary has Issuer will have, good and marketable legal title to its respective Pool Aircraft, the Loan Assets free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Originator has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets hereunder to the Issuer;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Loan Assets granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of the Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements naming the Originator as debtor that include a description of collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted by the Originator under this Agreement, or (B) that has been sold terminated or for which a release or partial release has been filed. The Originator is currently not aware of the filing of any judgment or tax Lien filings against the Originator;
(vii) each Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to the Trustee in accordance with Section 2.09;
(viii) the Originator has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding, in accordance with Section 2.09, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Noteholders; and
(ix) none of the Underlying Notes that constitute or evidence any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) Issuer and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Security Interest. (ai) The Security This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in favor of the Collateral Agent Buyer in all right, title and interest of the Seller in the Collateral as security for the Secured Obligations, subject in priority which security interest is prior to no all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Loans, along with the Related Documents, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable title to such Collateral Obligations free and clear of any Lien (other than Permitted Liens Liens), claim or encumbrance of any Person;
(other thaniv) the Seller has received all consents and approvals required by the terms of the Collateral Obligations to the sale of the Collateral Obligations hereunder to the Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Obligations to the Buyer (except, in the case of priorityclause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Obligations granted to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement;
(vi) other than the security interest granted to the Buyer pursuant to this Agreement, the Permitted Lien described Seller has not pledged, assigned, sold, granted a security interest in clause (p) or otherwise conveyed any of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower PartiesObligations, except in each case connection with its Warehouse Facilities, if any, which security interests, if any, with respect to such Collateral Obligations will be released on or prior to the extent applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Obligations other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any judgment or tax Lien filings against the Seller;
(vii) except with respect to any Collateral Obligation for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Collateral Obligations have been Delivered by the Seller at the direction of the Buyer as required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.Credit Agreement; and
(bviii) None none of the promissory notes, if any, that constitute or evidence any Collateral nor Obligations has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderBuyer.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Loan Sale and Contribution Agreement (WhiteHorse Finance, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower;
(ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.
(iii) the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i); [Ambler Funding] Loan and Security Agreement
(iv) with respect to Collateral that constitutes Deposit Accounts: [Ambler Funding] Loan and Security Agreement
(1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and
(2) such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(v) with respect to Collateral that constitutes Security Entitlements:
(1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;
(2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and
(3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.
(vi) all Accounts (other than the Collateral Account) constitute “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York and the Collateral Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; [Ambler Funding] Loan and Security Agreement
(vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); [Ambler Funding] Loan and Security Agreement
(viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;
(ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization;
(x) upon the taking delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the actions required hereby or therebyfinancing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in favor that portion of the Collateral Agent in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the Collateral as security for the Secured Obligations, subject in priority to no other Liens State of New York;
(other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (pxi) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens., the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower;
(bxii) None all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(xiii) none of the Collateral nor underlying promissory notes that constitute or evidence the Loans has any Pool Aircraft Collateral has marks or notations indicating that they have been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit Administrative Agent on behalf of the Secured Parties, or, ;
(xiv) with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Leases, in favor Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the -174- [Ambler Funding] Loan and Security Agreement Collateral Custodian or in blank by an effective Indorsement or has been registered in the [Ambler Funding] Loan and Security Agreement name of the Administrative Agent upon original issue or registration of transfer by the Borrower Parties or the Lessee thereunder.of such certificated security; and
(cxv) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to Collateral that constitutes an Uncertificated Security, the Pool Aircraft are held free Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and clear of any Adverse Claim other than Permitted Lienssuch control remains effective.
Appears in 1 contract
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Issuer, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Trust Depositor;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Trust Depositor owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien (other than Permitted Liens.), claim or encumbrance of any Person;
(biv) None the Trust Depositor has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets hereunder to the Issuer;
(v) the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Issuer under this Agreement;
(vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets;
(vii) the Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Issuer under this Agreement, or (B) that has been sold terminated;
(viii) the Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor;
(ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Trust Depositor has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Securityholders and the Swap Counterparties; and
(xi) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) Issuer and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderIndenture Trustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Transfer and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (aA) The Security Agreement creates Parties agree, acknowledge and intend that the legal status of this PPA is and shall be as a valid power purchase agreement, a forward contract (as defined in the Bankruptcy Code), a commodity forward agreement (and thus a swap agreement as defined in the Bankruptcy Code), and a master netting agreement (as defined in the Bankruptcy Code), and not a secured purchase of the Chugach Portion or any other alternative form of transaction, and that Seller will at all times during the Term have and retain full undivided ownership of the Chugach Portion. Accordingly, each Party acknowledges and agrees that: (1) it shall not assert that the transactions contemplated under this PPA are a secured financing of any sort; and (upon 2) it shall cooperate with the taking of other Party in defending against any assertion by a third party that the actions required hereby or therebytransactions contemplated hereunder constitute a secured financing.
(B) perfected security interest in favor of Notwithstanding the Collateral Agent in the Collateral foregoing, as security for the Secured Obligationsprompt payment and performance of all obligations of Purchaser under this PPA, subject including the payment of all Annual Payments to Seller, and solely as a precaution in priority the event that this PPA should be construed as a secured financing such that Purchaser shall be deemed to no other Liens have acquired title to the Chugach Portion at any time (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) by exercise of the definition of Permitted LienPurchase Option under Section 14.3), Purchaser hereby grants to Seller a senior, first priority purchase money lien on and all filings and other actions necessary to perfect and protect such security interest under in and to, and right of set-off with respect to, all right, title, and interest of Purchaser in and to the laws of Chugach Portion (including all right, title, and interest in and to any Power attributable to the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower PartiesChugach Portion, except in each case as and to the extent not required that such Power is delivered to Purchaser at the Delivery Point under and in accordance with the Express Perfection Requirements. Subject to the Local Requirements Exceptionexpress provisions of this PPA) and all proceeds thereof (collectively, the relevant Owner Subsidiary “Collateral”). In addition, notwithstanding ARTICLE 14, Purchaser (i) represents and warrants to Seller as of each of the Contract Date and the Effective Date that (a) Purchaser has good provided Seller with a true and marketable legal title to its respective Pool Aircraftcorrect copy of the Trust Indenture, free including all supplements and clear of Liens other than Permitted Liens.
amendments thereto that were executed after January 20, 2011 and (b) None there are no liens or security interests in or on the assets of Purchaser that encumber the Collateral as of the Contract Date, and that there will be no liens or security interests in or on the assets of Purchaser that will encumber the Collateral nor any Pool Aircraft as of the Effective Date; (ii) covenants and agrees that Purchaser shall provide to Seller, at or prior to the Closing, (a) an original, fully executed copy of an Officers’ Certificate of Excludable Property (as such terms are defined in the Trust Indenture), in form and substance reasonably satisfactory to Seller, identifying the Collateral as Excludable Property under the Trust Indenture and including a confirmation by the Trustee (as defined in the Trust Indenture) that the Collateral is Excludable Property and is not subject to the lien of the Trust Indenture pursuant to a release under Section 6.10 of the Trust Indenture, in form and substance reasonably satisfactory to Seller, (b) evidence of Purchaser’s delivery of such Officers’ Certificate to the Trustee and the Trustee’s execution of such release, and (c) evidence of the recording of such release in all recording offices in the State of Alaska in which the lien of the Trust Indenture has been sold recorded; and (iii) covenants and agrees that Purchaser shall not, without Seller's prior written consent, grant any security interest in the Collateral, including (a) in connection with this PPA, the Asset Purchase Agreement, and the transactions contemplated hereunder and thereunder, or is currently pledged, assigned or otherwise encumbered other than (b) any grant of a lien to the Trustee pursuant to the terms hereof or Granting Clause Third of the Security Documents Trust Indenture or otherwise. In connection with the lien and except for Permitted Lienssecurity interest granted in this Section 15.14(B), no Collateral nor any Pool Aircraft Collateral is described in (i) any Seller shall have the rights and remedies of a secured party or mortgagee under Applicable Law, including the UCC. Purchaser hereby authorizes Seller to file UCC financing statements filed against and to record instruments with any Transaction Party appropriate Governmental Authority, and to make other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) similar filings and the UCC financing statements filed recordings with respect hereto as Seller shall elect in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, its sole discretion for the benefit purposes of recording and perfecting its lien and security interest in the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderCollateral.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Power Purchase Agreement
Security Interest. (a) The Security Agreement creates a valid and (upon As collateral security for the taking repayment of the actions required Debt as described above, the Pledgor hereby or thereby) perfected grants to the Company, and such Company shall have a security interest in favor the shares of capital stock of the Collateral Agent Company, issued in the Collateral as security for name of the Secured ObligationsPledgor, subject in priority to no other Liens set forth on Schedule A (other than Permitted Liens (other than, in the case “Shares”). Simultaneously with the execution of prioritythis Agreement, the Permitted Lien described in clause (p) of Pledgor will deliver the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case Shares to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements ExceptionCompany along with a duly executed stock power, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liensendorsed in blank.
(b) None The Company shall also have a security interest in all securities and other property, rights or interests of the Collateral nor any Pool Aircraft Collateral has been sold description at any time issued or is currently pledgedissuable as an addition to, assigned in substitution or otherwise encumbered other than pursuant exchange for, or with respect to the terms hereof or of the Security Documents and except for Permitted LiensShares, no Collateral nor any Pool Aircraft Collateral is described in including without limitation, (i) shares issued as dividends or as the result of any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by change in the secured parties referenced therein) and name of the UCC financing statements filed in connection with Permitted Liens Pledgor, or (ii) any other mortgage registries, including the International Registryreclassification, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in split-up, (iii) any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made shares issued in connection with Permitted Liensany merger including the proposed merger with Aspen Group, Inc. (f/k/a Elite Nutritional Brands, Inc.), or other corporate reorganization, collectively referred to as the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect “New Shares.” The Pledgor will promptly deliver to the Leases, in favor of the Borrower Parties or the Lessee thereunderCompany duly executed stock powers for any New Shares.
(c) The rights Each Pledgor represents and obligations warrants as to himself that
(i) Each Pledgor is the sole beneficial and record owner of each Owner Subsidiary and each Intermediate Lessee (as lessorthe Shares, as applicablereflected on Schedule A;
(ii) under The Shares are free and clear of all liens, pledges, charges, encumbrances, security interest or right or option of any third person to purchase or otherwise acquire any of the Leases Shares and the Pledgor has the unrestricted right to which it is a party with respect to pledge the Pool Aircraft are held Shares as contemplated hereby;
(iii) Each Pledgor possesses the voting rights in the Shares, and will possess the voting rights, if any, in any New Shares free and clear of any Adverse Claim restrictions; and
(iv) The Shares are not subject to any restriction on sale, transfer, assignment or hypothecation other than Permitted Lienssuch restrictions as arise out of non-registration thereof.
(d) Nothing contained in this Agreement shall be deemed to imply that any Pledgor is personally guaranteeing the Debt or is personally liable for the Debt, except to the extent of the Shares, as reflected on Schedule A.
Appears in 1 contract
Sources: Pledge Agreement (Aspen Group, Inc.)
Security Interest. (a) The Security This Agreement creates is a valid and (upon security agreement under the taking of the actions required hereby or thereby) perfected Uniform Commercial Code. MERCHANT grants to Paya-EFT a security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in lien upon: (i) the account designated by MERCHANT for settlement and all funds at any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by time in such account, whatever the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or source of such funds, (ii) the Charge-back and Return Reserve Account (as defined above) and all funds at any time in the Chargeback and Return Reserve Account, whatever the source of such funds, (iii) all MERCHANT’s rights relating to this Agreement including, without limitation, all rights to receive any payments or credits under this Agreement; and (iv) all MERCHANT deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing (collectively, the “Secured Assets”). Upon request of Paya-EFT, MERCHANT will execute one or more financing statements or other documents to evidence this security interest. MERCHANT authorizes Paya- EFT and appoints Paya-EFT its attorney in fact to sign its name to any financing statement used for the perfection of any security interest or lien granted in this Agreement. These security interests and liens will secure all of MERCHANT’s obligations under this Agreement and any other mortgage registriesagreements between MERCHANT and Paya-EFT including, including but not limited to, MERCHANT’s obligation to pay any amounts due to Paya-EFT. With respect to such security interests and liens, Paya-EFT will have all rights afforded under the International RegistryUniform Commercial Code, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionapplicable law and in equity. Paya-EFT may exercise its rights under this Agreement to collect any amounts due to Paya-EFT including, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Lienswithout limitation, the Security Agreement or any other Security Document in favor rights of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderset-off and recoupment.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Merchant Agreement
Security Interest. (a) The Security Agreement creates a valid Issuer shall direct the Servicer, at the Servicer’s expense, to take all action necessary or desirable to establish and (upon the taking of the actions required hereby or thereby) perfected security interest maintain in favor of the Indenture Trustee, on behalf of the Noteholders, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty, a valid and enforceable first priority perfected security interest in, to and under (a) each SUBI and SUBI Certificate subject to the Lien of this Indenture, (b) all Collections with respect to the SUBI Assets subjected to the Lien of this Indenture, (c) the Collection Account and each other Securities Account established in accordance with this Indenture, (d) all other Collateral Agent in and (e) all income, payments and proceeds of, and all amounts received or receivable under any and all of, the Collateral as security for the Secured Obligationsforegoing, subject in priority to no other Liens free and clear of any Lien (other than Permitted Liens (other than, in the case on beneficially owned items of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienCollateral), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United Statesincluding, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly takenwithout limitation, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any filing UCC financing statements filed against any Transaction Party and taking such other than UCC financing statements which have been terminated (action to perfect, protect or agreed more fully evidence the lien of this Indenture, as supplemented from time to be terminated time, by the secured parties referenced therein) Indenture Trustee on behalf of the Administrative Agent, the Noteholders, the Interest Rate Hedge Counterparties and the UCC financing statements filed in connection with Permitted Liens Currency Hedge Counterparties, as requested from time to time. The Issuer shall not, and shall not permit the Trust or (ii) the Servicer to, record any other mortgage registries, including the International Registry, or filing records lien on any Certificate of Title for a Trust Asset that may be applicable is a SUBI Asset subject to the Collateral or any Pool Aircraft Collateral lien hereof, except the lien of this Indenture (unless such Trust Asset has been released from the lien of this Indenture in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by accordance with the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor terms and conditions of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderRelevant Documents).
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Indenture (Seacastle Inc.)
Security Interest. (a) The Security Agreement creates a valid and (upon To secure the taking timely repayment of the actions required hereby or thereby) perfected security principal of, and interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priorityon, the Permitted Lien described in clause (p) of the definition of Permitted Lien)Advances, and all filings and other actions necessary to perfect and protect such security interest under the laws Obligations of the United StatesBorrower to any Secured Party, Ireland including, without limitation, the Aggregate Participation Interest, and each Other Relevant Jurisdiction have been (the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or in hereafter existing or arising, due or to become due, direct or indirect, the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties hereby pledges and creditors of and purchasers from such Borrower Parties, except in each case grants to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, ora continuing, with respect first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the Leasesfollowing, in favor whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower Parties in the Pledged Policies (unless and until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document.
(b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date (other than the Advance Date for the Initial Advance), the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. Within two (2) Business Days of the making of the Initial Advance Date, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the Lessee thereunderproceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes.
(c) Upon the abandonment of a Pledged Policy or upon the receipt by the Lenders of the portion of the related sale proceeds to which the Lenders are entitled in accordance with terms of this Loan Agreement after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, the Aggregate Participation Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released. The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessorAdministrative Agent agrees to file, promptly upon request, such partial releases or assignments, as applicable) under , request the Leases Securities Intermediary to which it is a party with respect deliver to the Pool Aircraft are held free Borrower all related Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and clear of to take such other actions as the Borrower shall reasonably request in order to evidence any Adverse Claim other than Permitted Lienssuch release.
Appears in 1 contract
Sources: Loan and Security Agreement (Imperial Holdings, Inc.)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Collateral Agent in the Collateral as Trust Depositor, which security for the Secured Obligations, subject in priority interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from the Originator;
(ii) such Borrower PartiesLoans, except in each case to along with the extent not required under related Loan Files, constitute either a "general intangible," an "instrument," an "account," "investment property," or "chattel paper," within the Express Perfection Requirements. Subject to meaning of the Local Requirements Exception, applicable UCC;
(iii) the relevant Owner Subsidiary Originator owns and has good and marketable legal title to its respective Pool Aircraft, such Loan Assets free and clear of Liens any Lien, claim or encumbrance of any Person (other than Permitted Liens.);
(biv) None the Originator has received all consents and approvals required by the terms of the Collateral nor Loan Assets to the sale of the Loan Assets hereunder to the Trust Depositor;
(v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement;
(vi) other than the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft Collateral of such Loan Assets;
(vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement and the Transfer and Servicing Agreement, or (B) that has been sold terminated;
(viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator;
(ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee;
(x) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is currently holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and
(xi) none of the Underlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant to the terms hereof or Issuer and the Indenture Trustee, as assignees of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrust Depositor.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Transfer Agreement (American Capital Strategies LTD)
Security Interest. (ai) The Security This Agreement creates a valid valid, continuing and (upon the taking of the actions required hereby or thereby) perfected enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent in the Collateral as security for Deal Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such the Borrower;
(ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Borrower Parties, except in each case to is the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary lawful owner of and has good and marketable legal title to its respective Pool Aircraft, the Transferred Loans and all related Collateral free and clear of Liens any Lien (other than Permitted Liens.);
(biv) None the Borrower has received all consents and approvals required by the terms of the Collateral nor to the grant of a security interest in the Collateral hereunder to the Deal Agent, on behalf of the Second Parties;
(v) the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in such Collateral granted to the Deal Agent, on behalf of the Secured Parties under this Agreement;
(vi) other than the security interest granted to the Deal Agent, on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any Pool Aircraft of such Collateral;
(vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to the security interest granted to the Deal Agent, on behalf of the Secured Parties under this Agreement, or (B) that has been sold terminated;
(viii) the Borrower is not aware of the filing of any judgment or is currently pledged, assigned or otherwise encumbered tax Lien filings against the Borrower;
(ix) other than pursuant in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the terms hereof case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or of the Security Documents and except for Permitted Liens, no Collateral nor evidence any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which Transferred Loans have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated Custodian;
(or agreed to be terminated by x) the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of Borrower has received a written acknowledgment from the Collateral Agent, Custodian that the Collateral Custodian or its bailee is holding the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of and for the benefit of the Secured Parties; provided, orhowever, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the Leasesproceeds of an Advance or Swingline Advance, in favor the Borrower shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the Borrower Parties Underlying Note and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the Lessee thereunder.Underlying Note that constitute or evidence the Loans included in the Collateral solely on behalf of the Deal Agent, as agent for the Secured Parties; and
(cxi) The rights and obligations none of each Owner Subsidiary and each Intermediate Lessee (as lessorthe Underlying Notes that constitute or evidence the Transferred Loans has any marks or notations indicating that it has been pledged, as applicable) under the Leases assigned or otherwise conveyed to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim Person other than Permitted Liensthe Borrower and the Deal Agent.
Appears in 1 contract
Sources: Loan Funding and Servicing Agreement (American Capital Strategies LTD)
Security Interest. (a) The Security As security for payment of all liabilities and obligations of Rych▇▇ ▇▇ Tekgraf of every kind and description, whether now existing or hereafter arising, fixed or contingent, due or to become due, under the Loan Agreement creates or the Note (the "Obligations"), Rych▇▇ ▇▇▇eby pledges, and grants a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest in favor of the Collateral Agent in the Collateral as and security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of prioritytitle to, the Permitted Lien described in clause (p) shares of Class A Stock and Class B Stock identified as the definition of Permitted Lien)"Pledged Shares" on Exhibit A hereto. Such shares, and together with all filings dividends, income, cash, options, warrants, rights, instruments and other actions necessary property, interests or proceeds from time to perfect and protect such security interest under the laws of the United Statestime in effect, Ireland and each Other Relevant Jurisdiction have been (received, receivable or otherwise distributed in respect of, or in exchange, replacement, renewal or substitution for, any or all of such shares, are referred to herein as the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens"Pledged Shares".
(b) None Concurrently herewith, and except as noted in subsection 1(c) below, Rych▇▇ ▇▇▇ delivered to Tekgraf a certificate or certificates representing the Pledged Shares and stock powers in the form attached hereto as Exhibit B endorsed in blank. Beneficial ownership of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledgedPledged Shares, assigned or otherwise encumbered other than pursuant to including, without limitation, all voting, consensual and dividend rights, shall remain in Rych▇▇ ▇▇▇il the terms hereof or occurrence of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liensa Default under Section 6 hereof. At Tekgraf's option, the Security Agreement or any other Security Document in favor of certificates representing the Collateral AgentPledged Shares shall bear the following legend: "THESE SHARES ARE SUBJECT TO A STOCK PLEDGE AGREEMENT DATED DECEMBER 1, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder1999.
" 2 (c) The rights shares of Class B Stock identified as the "Delayed Shares" on Exhibit A hereto have been previously pledged under Pledge, Security and obligations Escrow Agreements dated June 2, 1997 between Tekgraf and the holders of each Owner Subsidiary those shares. Rych▇▇ ▇▇▇ the right to acquire the Delayed Shares if they are released from escrow (the "Purchase Rights"). It is Rych▇▇'▇ ▇▇▇ention hereunder to grant a security interest to Tekgraf in all of his right, title and each Intermediate Lessee (as lessor, as applicable) interest in all Delayed Shares he acquires under the Leases Purchase Rights. As to which it is a party all Delayed Shares so acquired, the certificates therefor shall be delivered to Tekgraf, together with respect properly executed stock transfer powers, to be held as Pledged Shares under the Pool Aircraft are held free and clear terms of any Adverse Claim other than Permitted Liensthis Agreement as if they had been delivered to Tekgraf under subsection 1(b) above.
Appears in 1 contract
Security Interest. This Agreement will constitute a security agreement under the Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to Funder and Funder’s right to realize the Purchased Amount, as and to the extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements here in, Merchant and Guarantor(s) grant to Funder a continuing security interest in and lien upon: (a) The Security Agreement creates a valid all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s and/or Guarantor(s) (s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to Funder under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant and Guarantor agree to provide other security to Funder upon the taking of the actions required hereby or thereby) perfected request to secure Merchant’s obligations under this Agreement. Merchant and Guarantor agree that, if at any time there are insufficient funds in Merchant’s Account to cover Funder’s entitlements under this Agreement, Funder is granted a further security interest in favor all of Merchant’s and Guarantor’s assets of any kind whatsoever to the Collateral Agent in fullest extent permitted by law, and such assets shall then become Secured Assets. These security interests and liens will secure all of Funder’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, Funder or an affiliate of Funder. In the Collateral event Merchant or any of its Guarantor(s) forms or causes to be formed a new entity or otherwise becomes associated with any new or existing entity (including but not limited to affiliation, merger, acquisition or consolidation) which operates a business similar to or the same as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case that of priority, the Permitted Lien described in clause (p) Merchant or any of the definition of Permitted Lienits Guarantor(s), such new or existing entity shall be deemed to have expressly assumed Merchant’s and such Guarantor’s obligations due to Funder under this Agreement. Funder shall be deemed to have been granted an irrevocable power of attorney over any such new or existing entity to file any and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not financing statements required under the Express Perfection RequirementsUniform Commercial Code. Subject Without limiting the generality of foregoing, security interest granted hereby by Guarantor(s) shall extend to the Local Requirements Exceptionpayments and performance of all present and future debts, the relevant Owner Subsidiary has good liabilities and marketable legal title obligations of Guarantor(s) to its respective Pool AircraftFunder hereunder including, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledgedwithout limitation, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liensunder, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or relating to the Guaranty of Performance (iias defined below). Funder shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such financing statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. Funder shall have the right at any time to notify Merchant’s and such other entity’s, as applicable, payors or account debtors (as defined by the UCC) of Funder’s rights, including without limitation, Funder’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that Funder has such rights in such entity’s assets. Merchant and Guarantor(s) also agree that, at the Funder’s discretion, Funder may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by Funder without notice or demand of any kind, including but not limited to, by making an immediate withdrawal or freezing the Secured Assets. Initial /s/ BCP Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, Funder has control over and may direct the disposition of the Secured Assets, without further consent of Merchant or Guarantor(s). Merchant and Guarantor(s) hereby represent and warrant that no other person or entity has a security interest in the Secured Assets except as set forth in this Agreement. With respect to such security interests and liens, Funder will have all rights afforded under the Uniform Commercial Code, any other mortgage registries, applicable law and in equity. Merchant and Guarantor(s) will obtain from Funder written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and Funder is not required to preserve its rights to this Agreement by seeking automatic stay relief under the Bankruptcy Code and Merchant and Guarantor(s) shall not contest any efforts by Funder to protect and preserve its rights under the Bankruptcy Code. Merchant and Guarantor(s)(s) agree(s) to execute and deliver to Funder such instruments and documents Funder may reasonably request (including the International Registry, or filing records that may be applicable to the Collateral or execution of any Pool Aircraft Collateral in account control agreements) and take any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made action in connection with Permitted Liensthis Agreement as Funder deems necessary to perfect, maintain and confirm Funder’s first priority security interest in the Secured Assets and additional collateral, the Security Agreement or lien, and right of set off set forth in this Agreement. Funder is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to Funder under any other Security Document agreement between Merchant or Guarantor(s)(s) and Funder (the “Cross-Collateral”) will secure the obligations hereunder and under the Revenue Purchase Agreement. Merchant and Guarantor(s)(s) each hereby authorizes Funder to file any financing statements deemed necessary by Funder to perfect or maintain Funder’s security interest. Funder disclaims any security interest in favor household goods of the Collateral AgentGuarantor, for the benefit in which Funder is forbidden by law from taking a security interest. Merchant and Guarantor(s)(s) shall be liable for, and Funder may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by Funder in protecting, preserving and enforcing Funder’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties Assets or the Lessee thereunder.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessoradditional collateral, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Revenue Purchase Agreement (ConnectM Technology Solutions, Inc.)
Security Interest. (a) The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as As security for the Secured Obligationsperformance by the Borrower of all the terms, subject in priority to no other Liens (other than Permitted Liens (other than, in covenants and agreements on the case of priority, the Permitted Lien described in clause (p) part of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security performed under this Agreement or any other Security Document in favor Transaction Document, whether now existing or hereafter arising, and including the punctual payment when due of the Collateral AgentAggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all 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 obligations) of the Borrower under the Sale Agreements, (vi) all Hedge Collateral, and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties, or) shall have, with respect to all the LeasesCollateral, and in favor addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Borrower Parties or Secured Parties), all the Lessee thereunder.
(c) The rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral 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 each Owner Subsidiary the Administrative Agent, the Lenders and each Intermediate Lessee (as lessorthe other Credit Parties hereunder shall terminate, as applicable) under the Leases to which it is a party with respect all without delivery of any instrument or performance of any act by any party, and all rights to the Pool Aircraft are held free Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and clear at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination, including documents evidencing the termination of any Adverse Claim other than Permitted LiensLock-Box Agreements and instructions to Obligors, Paying Agents or Managed Service Providers.
Appears in 1 contract
Sources: Receivables Financing Agreement (Volt Information Sciences, Inc.)
Security Interest. (a) The Security Agreement creates a valid As security for the payment and (upon the taking performance of any and all of the actions required 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, which are now, or may at any time or times hereafter be owing by the Obligors to the Bank, the Obligors hereby or thereby) perfected pledge to the Bank and give the Bank a continuing security interest in favor and general Lien upon and right of set-off against, all right, title and interest of the Collateral Agent Obligors in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under Collateral, whether now owned or hereafter acquired by the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted LiensObligors.
(b) None Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral nor or to preserve any Pool Aircraft Collateral has been sold or is currently pledgedrights therein against prior parties, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) Obligors agree to take such steps. In any other mortgage registries, including case the International Registry, or filing records that may Bank shall be applicable 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 Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated action not requested by the secured parties referenced therein) Borrower shall not be deemed a failure to exercise reasonable care. No segregation or that have been made specific allocation by the Bank of specified items of Collateral against any liability of the Obligors shall waive or affect any security interest in connection with Permitted Liensor Lien against other items of Collateral or any of the Bank's options, the Security powers or rights under this Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderotherwise arising.
(c) The rights At any time and obligations from time to time after an Event of each Owner Subsidiary and each Intermediate Lessee (as lessorDefault, as applicable) under the Leases to which it is a party Bank may, with respect or without notice to the Pool Aircraft are held free and clear Obligors, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Adverse Claim other than Permitted LiensCollateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after an Event 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) The Security Agreement creates a valid and (upon Although the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens parties intend (other than Permitted Liens (other thanfor U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien)event any such Transactions are deemed to be loans, and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionevent, other than such filings or registrations that have been terminated (or agreed Seller hereby pledges to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Administrative Agent, for the benefit of Buyers, as security for the Secured Partiesperformance by Seller of its Obligations and hereby grants, orassigns and pledges to Administrative Agent a fully perfected first priority security interest in all of Seller’s right, with respect title and interest in, to the Leases, in favor and under each of the Borrower Parties following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the Lessee thereunder“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 a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records, tapes and other electronic medium to evidence the interests granted to Administrative Agent hereunder.
(c) The Subject to the priority interest of the Indenture Trustee, Administrative Agent, Buyers and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Administrative Agent, for the benefit of Buyers, a security interest (subject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and obligations the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of each Owner Subsidiary and each Intermediate Lessee the Closing Date, Seller’s rights (as lessor, as applicablebut not its obligations) under the Leases Program Agreements including any rights to which it is a party with respect 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 (ii) all collateral however defined or described under the Program Agreements to the Pool Aircraft extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
(d) [Reserved.]
(e) The foregoing provisions of this Section 4.02 are held free intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and clear the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of any Adverse Claim other than Permitted Liensthe Bankruptcy Code.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. As security for the prompt, complete and indefeasible payment when due (awhether on the payment dates or otherwise) The Security Agreement creates a valid and (upon the taking of all or any portion of the actions required hereby or thereby) perfected 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 Seller a security interest in favor all of Purchaser’s right, title and interest in and to the Collateral Agent in Collateral. Purchaser agrees that from time to time at or following the Collateral as security for Closing, at the Secured Obligationsreasonable expense of Purchaser, subject in priority to no other Liens (other than Permitted Liens (other thanPurchaser 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 the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary order to perfect and protect such any security interest under (including the laws priority thereof) granted or purported to be granted hereby in the Collateral or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including to (i) execute (if necessary), authorize the filing of (if applicable) and file such financing or continuation statements, or amendments thereto, and (ii) file any short form intellectual property security agreements executed by Purchaser in connection herewith with the United States, Ireland States Patent and each Other Relevant Jurisdiction have been Trademark Office or United States Copyright Office (or in the case of future Collateral will be) duly takenany successor office). Purchaser hereby authorizes Seller to file one or more financing or continuation statements, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesamendments thereto, except in each case relative to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b) None all or any part of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to without the terms hereof or signature of Purchaser. Upon the full and complete payment in cash of all of the Security Documents and except for Permitted Liensapplicable Deferred Payment Obligations to Seller, no Collateral nor Seller’s Liens on any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agentshall be immediately and automatically released and all rights in the Collateral shall revert to Purchaser and Seller shall, for at Seller’s reasonable expense, promptly take such actions to evidence such release as may be reasonably requested by Purchaser or its designee; provided, that upon the benefit full and complete payment in cash of a Product Transfer Payment to Seller, Seller’s Liens on any of the Secured Parties, or, with respect Collateral specific to the Leases, in favor applicable Product that was the subject of the Borrower Parties applicable Product Transfer shall be immediately and 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 the Lessee thereunderits designee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Sources: Asset Purchase Agreement (Avadel Pharmaceuticals PLC)
Security Interest. (ai) The Security US Pledged Equity issued by each Co‐Borrower has been duly and validly authorized and issued by such Co‐Borrower.
(ii) This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the US Pledged Equity in favor of the Collateral Agent Administrative Agent, on behalf of
(iii) Holdings has authorized the filing of all appropriate financing statements in the Collateral proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the US Pledged Equity.
(iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security for interest granted to the Administrative Agent, on behalf of the Secured ObligationsParties, subject pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) or otherwise conveyed any of the definition of Permitted Lien)US Pledged Equity. Holdings has not authorized the filing of, and all filings and other actions necessary to perfect and protect such security interest under the laws as of the United StatesClosing Date is not aware of any financing statements against Holdings that include a description of collateral covering the US Pledged Equity As of the Closing Date, Ireland and each Other Relevant Jurisdiction have been (Holdings is not aware of the filing of any judgment or in the case of future Collateral will be) duly takenTax lien filings against Holdings, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(bv) None Holdings with respect to Kudu and Kudu US, and Kudu with respect to Kudu US, consents to the transfer of any US Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Collateral nor any Pool Aircraft Collateral has been sold Administrative Agent or is currently pledgedits designee as a member in each Co‐Borrower with all the rights and powers related thereto, assigned or otherwise encumbered other than pursuant subject to the terms hereof or of this Agreement.
(vi) The US Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of each Co‐Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the Security Documents UCC of the applicable jurisdiction and except for Permitted Liens, no Collateral nor (B) such certificate shall be delivered as provided in clause (vii) below.
(vii) If any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have portion of the US Pledged Equity constitutes a “certificated security,” such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionAdministrative Agent, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(viii) If any portion of the US Pledged Equity constitutes an “uncertificated security”, each Co‐Borrower hereby agrees to comply with instructions of the Administrative Agent with respect to the Leases, in favor such US Pledged Equity without further consent of the Borrower Parties or the Lessee thereunderHoldings.
(cix) The rights Except as permitted pursuant to Section 5.06(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.06(f), the principal place of business and obligations chief executive office of each Owner Subsidiary Holdings (and each Intermediate Lessee the location of Holdings’ records regarding the US Pledged Equity (as lessor, as applicable) under the Leases to which it is a party with respect other than those delivered to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.Administrative Agent pursuant to this Agreement)) is located at its address referred to in Section 11.02. (p)
Appears in 1 contract
Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Security Interest. (ai) The Security In the event that the transfer by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest is effective to create in favor of the Collateral Agent Issuer a valid and continuing security interest (as defined in the Collateral as UCC) in all of the right, title and interest of the Depositor in, to and under such Conveyed Collateral, which security for the Secured Obligations, subject in priority interest is perfected and is prior to no all other Liens liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and is enforceable as such against, all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Partiesthe Depositor;
(ii) Each Collateral Obligation transferred hereunder constitutes or is evidenced by a Financial Asset, except an Instrument, a Certificated Security or a general intangible (as defined in each case the UCC);
(iii) Upon the transfer by the Depositor to the extent not required under the Express Perfection Requirements. Subject Issuer of any Conveyed Collateral pursuant to the Local Requirements Exceptionthis Agreement or any Subsequent Transfer Agreement, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, Issuer will own such Conveyed Collateral free and clear of Liens any and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens.);
(biv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Depositor;
(v) The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement;
(vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Depositor has not authorized the filing of, and is not aware of, any financing statements against the Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated. The Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it;
(vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five Business Days after the related Transfer Date (with respect to the Additional Collateral Obligations), the Initial Collateral Obligations or the Additional Collateral Obligations, as applicable, have been Delivered to the Custodian; and
(viii) None of the Collateral nor any Pool Aircraft Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been sold or is currently pledged, assigned or otherwise encumbered conveyed to any Person other than pursuant the Issuer or in blank or to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunderTrustee.
(c) The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Appears in 1 contract
Security Interest. (ai) The Security US Pledged Equity issued by each Co‐Borrower has been duly and validly authorized and issued by such Co‐Borrower.
(ii) This Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected continuing security interest (as defined in the applicable UCC) in the US Pledged Equity in favor of the Collateral Agent in the Collateral as security for Administrative Agent, on behalf of the Secured ObligationsParties, subject in priority which security interest is prior to no all other Liens (other than except for Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted LienLiens), and all filings and other actions necessary to perfect and protect is enforceable as such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Holdings.
(iii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the US Pledged Equity. -85- USActive 58806140.10 -85-60444631.4 SK 28388 0001 10656366 v3
(iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, except pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in each case to or otherwise conveyed any of the extent US Pledged Equity. Holdings has not required under authorized the Express Perfection Requirements. Subject to filing of, and as of the Local Requirements ExceptionClosing Date is not aware of any financing statements against Holdings that include a description of collateral covering the US Pledged Equity As of the Closing Date, Holdings is not aware of the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraftfiling of any judgment or Tax lien filings against Holdings, free and clear of Liens other than Permitted Liens.
(bv) None Holdings with respect to Kudu and Kudu US, and Kudu with respect to Kudu US, consents to the transfer of any US Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Collateral nor any Pool Aircraft Collateral has been sold Administrative Agent or is currently pledgedits designee as a member in each Co‐Borrower with all the rights and powers related thereto, assigned or otherwise encumbered other than pursuant subject to the terms hereof or of this Agreement.
(vi) The US Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of each Co‐Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the Security Documents UCC of the applicable jurisdiction and except for Permitted Liens, no Collateral nor (B) such certificate shall be delivered as provided in clause (vii) below.
(vii) If any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have portion of the US Pledged Equity constitutes a “certificated security,” such certificated security has been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable delivered to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdictionAdministrative Agent, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor on behalf of the Collateral Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, oror in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security.
(viii) If any portion of the US Pledged Equity constitutes an “uncertificated security”, each Co‐Borrower hereby agrees to comply with instructions of the Administrative Agent with respect to the Leases, in favor such US Pledged Equity without further consent of the Borrower Parties or the Lessee thereunderHoldings.
(cix) The rights Except as permitted pursuant to Section 5.06(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.06(f), the principal place of business and obligations chief executive office of each Owner Subsidiary Holdings (and each Intermediate Lessee the location of Holdings’ records regarding the US Pledged Equity (as lessor, as applicable) under the Leases to which it is a party with respect other than those delivered to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.Administrative Agent pursuant to this Agreement)) is located at its address referred to in Section 11.02. (p)
Appears in 1 contract
Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)