Collateral Terms. a. Second priority perfected security interest in all assets of Loan Parties, and Equity Interests in Loan Parties (other than Equity Interests in the Borrower), subject to customary exceptions for permitted liens, foreign subsidiaries, immaterial real property, excluded accounts, security interests prohibited by law or agreement and other customary exceptions. b. Customary Accounts Control Agreement that satisfies U.C.C. “control” requirements for purposes of perfection, but that allows (i) Borrower and the other Loan Parties to direct the management and operation of the accounts so long as no Event of Default has occurred and is continuing and (ii) customary exceptions for excluded accounts, such as tax, payroll, ▇▇▇▇▇ cash and employee benefits accounts.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)