Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations"), whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Debenture Holders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"): (a) all Accounts; (b) all Cash and Cash Equivalents maintained on deposit with the Collateral Agent; (c) all Chattel Paper; (d) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles, including without limitation Contracts; (i) all Instruments; (j) all Inventory; (k) all Investment Property; (l) all Trademarks; (m) all Trademark Licenses; (n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (o) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (American Healthchoice Inc /Ny/)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all personal property of the followingGrantors of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):), including, without limitation, the following:
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Chattel PaperPaper (including all transponder lease and sublease agreements);
(d) all Commercial Tort Claims identified on Schedule 2(d) attached hereto;
(e) all Copyrights;
(f) all Copyright Licenses;
(g) all Deposit Accounts;
(eh) all Documents;
(fi) all EquipmentEquipment (including all satellites and transponders);
(gj) all Fixtures;
(hk) all General IntangiblesIntangibles (including, including without limitation Contractsto the extent permitted by applicable law, all FCC licenses);
(il) all Instruments;
(jm) all Inventory;
(kn) all Investment Property;
(lo) all Letter-of-Credit Rights;
(p) all Patents;
(q) all Patent Licenses;
(r) all Software;
(s) all Supporting Obligations;
(t) all Trademarks;
(mu) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(ov) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that that, notwithstanding anything contained in this Security Agreement to the contrary, the security interests granted under this Security Agreement shall not constitute an assignment ofextend to (i) any property which is subject to a Lien of the type described in clauses (f), (g), (i), (k) and (m) of Section 9.3 of the Credit Agreement pursuant to documents which prohibit such Grantor from granting any other Liens in such property or a (ii) any lease, license or other contract if the grant of a security interest therein in or lien onthe manner contemplated by this Security Agreement is, under the terms thereof and under applicable law, (ix) prohibited and (y) would result in the termination thereof, unless consent from the relevant party or parties has been obtained and in any Contract case only to the extent that such prohibition is not (or could not be) rendered ineffective pursuant to the UCC or any other applicable law (including any license the Bankruptcy Code) or use agreement) if the terms principles of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Propertyequity. The Grantors and the Collateral Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (Loral Space & Communications LTD)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration or otherwise, of the Secured ObligationsObligations (as defined in Section 3 hereof), each Grantor Obligor hereby grants to the Collateral Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):
(a) All equipment, including, without limitation, all Accountsvehicles, rolling stock, machinery, tools, furniture, furnishings, office equipment and trade fixtures, but excluding any computer equipment in which ABB Credit has a first priority security interest as of the date hereof; provided, however that no security interest shall exist in the Excluded Equipment until such time as the Michigan Department of Natural Resources shall have released its security interest in the same;
(b) All accounts and receivables and all Cash goods represented by or securing accounts and Cash Equivalents maintained on deposit with receivables, including, without limitation, all rents and tenant payments, if any; provided, that such security interest will be released if, and to the Collateral Agentextent that, Receivables Transaction occurs;
(c) All inventory, including, without limitation, all Chattel Paperraw materials, all work in process and all goods held by an Obligor for sale or lease;
(d) All contract rights, including, without limitation, all Deposit Accountsrights under management agreements, tax sharing agreements and lease agreements and all rights to payment of money, tax refunds and insurance proceeds, but excluding (i) any contract identified on Schedule 5(e) hereto, and (ii) any immaterial contract that expressly prohibits a grant of security interest in such contract and that would subject an Obligor to damages for such breach;
(e) all DocumentsAll other general intangibles;
(f) all EquipmentAll instruments, documents, chattel paper, securities, policies and certificates of insurance, deposits, cash or other goods;
(g) all FixturesAll books, records, files, computer software and other similar writings or evidence of each Obligor's business;
(h) all General IntangiblesAll Copyrights, including without limitation ContractsCopyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses;
(i) all InstrumentsAll other personal property of any kind or type whatsoever owned by an Obligor;
(j) all Inventory;
(k) all Investment Property;
(l) all Trademarks;
(m) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disksAll accessions and additions to, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(o) to the extent not otherwise includedsubstitutions and replacements of, all Proceeds and products of any and all of the foregoing, whether now existing or hereafter arising; and
(k) All proceeds and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms products of the Contract prohibit foregoing and all insurance relating to the assignment foregoing collateral and all proceeds thereof (including, without limitation, insurance proceeds payable on account of business interruption), whether now existing or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Propertyhereafter arising. The Grantors Obligors and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that (i) the Collateral shall exclude the Newt▇▇ ▇▇▇perty until such time as any Obligor shall obtain a fee interest in the Newt▇▇ ▇▇▇perty and (ii) the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperCopyrights;
(d) all Copyright Licenses;
(e) all Deposit Accounts;
(ef) all Documents;
(fg) all Equipment;
(gh) all Fixtures;
(hi) all General Intangibles, including without limitation Contracts;
(ij) all Instruments;
(jk) all Inventory;
(kl) all Investment PropertyProperty (excluding for purposes hereof any Capital Stock of Serta, Inc. and any Capital Stock of a foreign subsidiary of an Obligor to the extent the granting of such a security interest would result in adverse tax consequences);
(lm) all Patents;
(n) all Patent Licenses;
(o) all Trademarks;
(mp) all Trademark Licenses;
(nq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(or) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (Sleepmaster LLC)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Agent, for the benefit of the Debenture Holders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral AgentEquivalents;
(c) all Chattel Paper;
(d) all Deposit AccountsCopyrights;
(e) all DocumentsCopyright Licenses;
(f) all EquipmentDeposit Accounts;
(g) all FixturesDocuments;
(h) all General Intangibles, including without limitation ContractsEquipment;
(i) all InstrumentsFixtures;
(j) all General Intangibles (including Payment Intangibles and Software);
(k) all Goods;
(l) all Instruments;
(m) all Inventory;
(kn) all Investment Property;
(lo) all Patents;
(p) all Patent Licenses;
(q) all Supporting Obligations and Letter-of-Credit Rights;
(r) all Trademarks;
(ms) all Trademark Licenses;
(nt) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(u) all other personal property of any kind or type whatsoever owned by such Obligor; and
(ov) to the extent not otherwise included, all Proceeds Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of any and all of the foregoing. Notwithstanding the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall the Obligors do not constitute an assignment ofgrant a security interest in, or a grant right of setoff against, any of the following:
(a) any contract, license, permit or franchise that validly prohibits the creation by the Obligors of a security interest in such contract, license, permit or lien onfranchise (or in any rights or property obtained by the Obligors under such contract, (ilicense, permit or franchise) any Contract (including any license so long as such contract, license, permit or use agreement) if franchise was not entered into or obtained by the terms Obligors with the intent of avoiding the Contract prohibit requirement that a security interest be granted therein and except to the assignment thereof or grant extent such prohibition on the creation of a security interest is rendered ineffective under by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such contract, license, permit or lien thereinfranchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto unless the contract, license, permit or franchise in question so prohibits; or
(iib) any Property subject rights or property to a Contract (including the extent that any license valid and enforceable law or use agreement) if regulation applicable to such rights or property prohibits the terms of the Contract prohibit the assignment of such Property or grant creation of a security interest therein and except to the extent such prohibition on the creation of a security interest is rendered ineffective under by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, however, that the provisions of this paragraph shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such rights or lien property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto unless the law or regulation in question prohibits such Propertyextension. The Grantors Obligors and the Collateral Agent, on behalf of the Debenture Holders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of VoracekIntellectual Property.
Appears in 1 contract
Sources: Security Agreement (Usc May Verpackungen Holding Inc)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"):
”): (a) all Accounts;
; (b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agent;
currency; (c) all Chattel Paper;
; (d) those certain Commercial Tort Claims set forth on Schedule 1 hereto; (e) all Copyrights; (f) all Copyright Licenses; (g) all Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
; (h) all General Intangibles, including without limitation Contracts;
Documents; (i) all Instruments;
Equipment; (j) all Inventory;
Fixtures; (k) all Investment Property;
General Intangibles; (l) all Trademarks;
Instruments; (m) all Trademark Licenses;
Inventory; (n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponInvestment Property; and
(o) to the extent not otherwise included, all Letter-of-Credit Rights; (p) all Patents; (q) all Patent Licenses; (r) all Software; (s) all Supporting Obligations; (t) all Trademarks; (u) all Trademark Licenses; and (v) all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that the security interests granted under this Agreement shall not constitute extend to (a) any property which, subject to the terms of Section 8.09 of the Credit Agreement, is subject to a Lien of the type described in Section 8.01(i) of the Credit Agreement pursuant to documents which prohibit such Obligor from granting any other Liens in such property, and (b) any lease, license, contract or other agreement of an assignment of, or a Obligor if the grant of a security interest in such lease, license, contract or lien onother agreement in the manner contemplated by this Agreement is prohibited under the terms of such lease, license, contract or other agreement or under applicable Law or would result in default thereunder, the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Obligor's rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (i) any Contract such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including any license Debtor Relief Laws) or use agreementprinciples of equity and (ii) if in the terms event of the Contract prohibit termination or elimination of any such prohibition or the assignment thereof requirement for any consent contained in such lease, license, contract or grant other agreement or applicable Law to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Propertylease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. The Grantors Obligors and the Collateral Administrative Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Agent, for the ratable benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the followingpersonal property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):) including, without limitation, the following:
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral AgentEquivalents;
(c) all Chattel Paper;
(d) those certain Commercial Tort Claims set forth on Schedule 2(d) attached hereto;
(e) all Contracts;
(f) all Copyrights;
(g) all Copyright Licenses;
(h) all Deposit Accounts;
(ei) all Documents;
(fj) all Equipment;
(gk) all Fixtures;
(hl) all General Intangibles, including without limitation Contracts;
(im) all Instruments;
(jn) all Inventory;
(ko) all Investment Property;
(lp) all Letter-of-Credit Rights;
(q) all Patents;
(r) all Patent Licenses;
(s) all Software;
(t) all Supporting Obligations;
(u) all Trademarks;
(mv) all Trademark Licenses;
(nw) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponAccessions; and
(ox) 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, and Accessions and After Acquired Property; provided that this Agreement however, the Collateral shall not constitute an assignment of, or a include contract rights in any agreement (i) the grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if which would violate the terms of agreement under which such rights arise except to the Contract prohibit extent provided under the assignment thereof or grant of a security interest or lien thereinUCC, or (ii) any Property subject to a Contract (including any license the extent that the pledge or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant agreement requires the consent of a security interest or lien in any third party unless such Propertythird party has consented thereto except to the extent provided under the UCC. The Grantors Obligors and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracekarising.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter hereafter, in each case to the extent the same is attached to, contained in, related to, arising from or used in connection with the operation, ownership, maintenance, construction, development or marketing of or otherwise in connection with any one or more of the Borrowing Base Properties (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Chattel Paper;
(d) those Commercial Tort Claims identified on Schedule 2 attached hereto;
(e) all Copyrights;
(f) all Copyright Licenses;
(g) all Deposit Accounts;
(eh) all Documents;
(fi) all Equipment;
(gj) all Fixtures;
(hk) all General Intangibles, including without limitation Contracts;
(il) all Instruments;
(jm) all Inventory;
(kn) all Investment Property;
(lo) all Letter-of-Credit Rights;
(p) all Patents;
(q) all Patent Licenses;
(r) all Software;
(s) all Supporting Obligations;
(t) all Trademarks;
(mu) all Trademark Licenses;
(nv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by other personal property of such Grantor of whatever type or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupondescription; and
(ow) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that (i) the security interests granted under this Security Agreement shall not constitute an assignment of(A) extend to any Property that is subject to a Lien securing purchase money Indebtedness permitted under the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other Liens in such Property, (B) extend to any lease, license or a other contract if the grant of a security interest in or lien onsuch lease, (i) any Contract (including any license or use agreement) if contract in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license or contract or by law and would result in the Contract prohibit termination of such lease, license or contract, but only to the assignment thereof extent that (1) after reasonable efforts, consent from the relevant party or grant parties has not been obtained and (2) any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of a security interest or lien thereinequity, or and (C) extend to any vehicles owned by any Grantor that are subject to certificates of title; and (ii) any the Property of G▇▇▇▇▇▇ Entertainment Company subject to a Contract the security interests granted under this Security Agreement shall be limited to the types of Property listed in items (including e), (f), (p), (q), (r), (s), (t) and (u) and all Accessions and all Proceeds of any license or use agreement) if the terms and all of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors and the Collateral Administrative Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment or license of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersSecured Parties, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Certificates of Title, motor vehicle registrations, books and records (including (i) customer lists, credit files, computer programs, printouts and other computer materials and records, (ii) maintenance, service, repair and warranty information and records, (iii) warranty and service agreements and (iv) all licenses, registrations, permits, pending applications, charters, inspection and emission testing documents and other items required for the registration, titling and operation of the Material Rentable Vehicles) of each Grantor pertaining to any of the Collateral;
(d) all Chattel Paper;
(de) all Commercial Tort Claims that are identified on Schedule 2(e) attached hereto;
(f) all Copyrights;
(g) all Copyright Licenses;
(h) all Deposit Accounts;
(ei) all Documents;
(fj) all Equipment;
(gk) all Fixtures;
(hl) all General Intangibles, including without limitation Contracts;
(im) all domain names;
(n) all Goods;
(o) all Instruments;
(jp) all InventoryInventory and Material Rentable Vehicles;
(kq) all Investment Property;
(lr) all Letter-of-Credit Rights;
(s) all Patents;
(t) all Patent Licenses;
(u) all Software;
(v) all Supporting Obligations;
(w) all Trademarks;
(mx) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(oy) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything herein to the contrary, and Accessions and After Acquired Property; provided that this Agreement in no event shall not constitute an assignment of, or a grant of a security interest in or lien on, the Collateral include (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien thereinExcluded Property, or (ii) any Property subject interest pledged pursuant to a Contract the Pledge Agreement, (including iii) owned real property, and (iv) any license or use agreementproperty the purchase of which was financed by Indebtedness permitted under Section 8.03(e) if the terms of the Contract Credit Agreement, to the extent that the documents creating such Indebtedness prohibit the assignment of such Property or grant granting of a security interest or lien in such PropertyLien thereon, but only for so long as the related Indebtedness remains outstanding. The Grantors and the Collateral Administrative Agent, on behalf of the Debenture HoldersSecured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (Dollar Thrifty Automotive Group Inc)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersSecured Parties, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel Paperthose Commercial Tort Claims identified on Schedule 2(c) attached hereto;
(d) all Copyrights;
(e) all Copyright Licenses;
(f) all Deposit Accounts;
(eg) all Documents;
(fh) all Equipment;
(gi) all Fixtures;
(hj) all General Intangibles, including without limitation Contracts;
(ik) all Goods;
(l) all Instruments;
(jm) all Inventory;
(kn) all Investment Property;
(lo) all Letter-of-Credit Rights;
(p) all Money;
(q) all Patents;
(r) all Patent Licenses;
(s) all Software;
(t) all Supporting Obligations;
(u) all Trademarks;
(mv) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(ow) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that the security interests granted under this Security Agreement shall not constitute an assignment ofextend to, or a grant of a security interest in or lien onand the Collateral shall not include, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Excluded Property. The Grantors and the Collateral Administrative Agent, on behalf of the Debenture HoldersSecured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (ix) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (iiy) is not to and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (SPX FLOW, Inc.)
Grant of Security Interest in the Collateral. To secure the prompt --------------------------------------------- payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):): ----------
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperCopyrights;
(d) all Copyright Licenses;
(e) all Deposit Accounts;
(ef) all Documents;
(fg) all Equipment;
(gh) all Fixtures;
(hi) all General Intangibles, including without limitation Contracts;
(ij) all Instruments;
(jk) all Inventory;
(kl) all Investment Property;
(lm) all Patents;
(n) all Patent Licenses;
(o) all Trademarks;
(mp) all Trademark Licenses;
(nq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(or) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors Obligors and the Collateral Administrative Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersSecured Parties, a continuing first priority security interest in, and a right to set off against, in any and all right, title and interest of such Grantor in and to all of the following, whether now owned owned, licensed or existing or owned, acquiredlicensed, acquired or arising hereafter (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperCommercial Tort Claims, including those identified on Schedule 2(c) attached hereto;
(d) all Copyrights;
(e) all Deposit Accounts;
(ef) all Documents;
(fg) all Device Clearance Applications;
(h) all Equipment;
(gi) all Fixtures;
(hj) all General Intangibles, including without limitation Contracts;
(ik) all Goods;
(l) all Governmental Approvals;
(m) all Instruments;
(jn) all Inventory;
(ko) all Investment Property;
(lp) all IP Rights and licenses thereto;
(q) all Letter-of-Credit Rights;
(r) all Money;
(s) all Patents;
(t) all Payment Intangibles;
(u) all Product Agreements;
(v) all Product Authorizations;
(w) all Regulatory Approvals;
(x) all Software;
(y) all Supporting Obligations;
(z) all Trademarks;
(maa) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereuponTechnical Information; and
(obb) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that the security interests granted under this Security Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, extend to (ix) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, Excluded Property or (iiy) any Property subject to a Contract Pledged Collateral (including as defined in any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such PropertyU.S. Pledge Agreement). The Grantors and the Collateral Administrative Agent, on behalf of the Debenture HoldersSecured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to and shall not be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of VoracekIP Rights.
Appears in 1 contract
Sources: Security Agreement (Establishment Labs Holdings Inc.)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperCopyrights;
(d) all Copyright Licenses;
(e) all Deposit Accounts;
(ef) all Documents;
(fg) all Equipment;
(gh) all Fixtures;
(hi) all General Intangibles, including without limitation Contracts;
(ij) all Instruments;
(jk) all Inventory;
(kl) all Investment PropertyPatents;
(lm) all Patent Licenses;
(n) all Trademarks;
(mo) all Trademark Licenses;
(np) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(oq) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors Obligors and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (Simcala Inc)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby the Obligor pledges and grants to the Collateral Agent, for the ratable benefit of the Debenture HoldersLenders, a Lien on, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor the Obligor in and to the followingpersonal property of the Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "CollateralCOLLATERAL"):) including, without limitation, the following:
(a) all Accounts;
(b) all Cash money, cash and Cash Equivalents maintained on deposit with the Collateral AgentEquivalents;
(c) all Chattel Paper;
(d) those certain Commercial Tort Claims set forth on Schedule 2(d) attached hereto;
(e) all Contracts;
(f) all Copyrights;
(g) all Copyright Licenses;
(h) all Deposit Accounts;
(ei) all Documents;
(fj) all Equipment;
(gk) all Fixtures;
(hl) all General Intangibles, Intangibles (including without limitation Contractspayment intangibles (as defined in the UCC));
(im) all Goods;
(n) all Instruments;
(jo) all Inventory;
(kp) all Investment Property;
(lq) all Letter-of-Credit Rights;
(r) all Patents;
(s) all Patent Licenses;
(t) all Software;
(u) all Supporting Obligations;
(v) all Trademarks;
(mw) all Trademark Licenses;
(nx) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; andAccessions;
(oy) 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; and
(z) all other tangible and intangible property of the Obligor, including, without limitation, tort claims, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of the Obligor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and Accessions all books, correspondence, files, records, invoices and After Acquired Propertyother papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor; provided that this Agreement provided, however, the Collateral shall not constitute an assignment ofinclude any lease, license, contract, property right or agreement to which Obligor is a party or any of its rights or interests or other General Intangibles arising thereunder (i) if the grant of a security interest in such lease, license, contract, property right, agreement or lien on, (i) any Contract (including any license or use agreement) if other General Intangible would violate the terms of agreement under which such rights arise except to the Contract prohibit extent provided under the assignment thereof or grant of a security interest or lien thereinUCC, or (ii) any Property subject to a Contract (including any license the extent that the pledge or use agreement) if the terms of the Contract prohibit the assignment of such Property rights or grant agreement requires the consent of a security interest or lien in any third party unless such Propertythird party has consented thereto except to the extent provided under the UCC. The Grantors Obligor and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracekarising.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agent;
(c) all Chattel Paper;
(d) all Deposit AccountsCopyrights;
(e) all DocumentsCopyright Licenses;
(f) all EquipmentDeposit Accounts;
(g) all FixturesDocuments;
(h) all General Intangibles, including without limitation ContractsEquipment;
(i) all InstrumentsFixtures;
(j) all General Intangibles;
(k) all Instruments;
(l) all Inventory;
(km) all Investment Property;
(ln) all Patents;
(o) all Patent Licenses;
(p) all Trademarks;
(mq) all Trademark Licenses;
(nr) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(os) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, acquired or arising hereafter (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Chattel Paper;
(d) all Deposit Accountsthose Commercial Tort Claims identified on Schedule 2(d) attached hereto;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles, including without limitation Contracts;
(i) all InstrumentsInstruments identified on Schedule 2(i) attached hereto;
(j) all Intellectual Property;
(k) all Inventory;
(kl) all Investment Accounts;
(m) all Investment Property;
(ln) all TrademarksSoftware;
(mo) all Trademark LicensesSupporting Obligations;
(np) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by other personal property of such Grantor of whatever type or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; description and
(oq) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that the security interests granted under this Security Agreement shall not constitute an assignment ofextend to, or a grant of a security interest in or lien onand the “Collateral” shall not include, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Excluded Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising arising, and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Administrative Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the followingall personal property of such Obligor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter hereafter, including, without limitation, the following (collectively, the "Collateral"):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Chattel Paper;
(d) all Deposit AccountsCommercial Tort Claims identified on Schedule 2(d) attached hereto;
(e) all DocumentsCopyrights;
(f) all EquipmentCopyright Licenses;
(g) all FixturesDeposit Accounts;
(h) all General Intangibles, including without limitation ContractsDocuments;
(i) all InstrumentsEquipment;
(j) all Fixtures;
(k) all General Intangibles;
(l) all Instruments;
(m) all Inventory;
(kn) all Investment Property;
(lo) all Letter-of-Credit Rights;
(p) all Patents;
(q) all Patent Licenses;
(r) all Software;
(s) all Supporting Obligations;
(t) all Trademarks;
(mu) all Trademark Licenses;
(n) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(ov) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors Obligors and the Collateral Administrative Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby Obligor pledges and grants to the Collateral Agent, for the ratable benefit of the Debenture HoldersLenders, a Lien on, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the followingpersonal property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):) including, without limitation, the following:
(a) all Accounts;
(b) all Cash money, cash and Cash Equivalents maintained on deposit with the Collateral AgentEquivalents;
(c) all Chattel Paper;
(d) those certain Commercial Tort Claims set forth on Schedule 2(d) attached hereto;
(e) all Contracts;
(f) all Copyrights;
(g) all Copyright Licenses;
(h) all Deposit Accounts;
(ei) all Documents;
(fj) all Equipment;
(gk) all Fixtures;
(hl) all General Intangibles, Intangibles (including without limitation Contractspayment intangibles (as defined in the UCC));
(im) all Goods;
(n) all Instruments;
(jo) all Inventory;
(kp) all Investment Property;
(lq) all Letter-of-Credit Rights;
(r) all Patents;
(s) all Patent Licenses;
(t) all Software;
(u) all Supporting Obligations;
(v) all Trademarks;
(mw) all Trademark Licenses;
(nx) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; andAccessions;
(oy) 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; and
(z) all other tangible and intangible property of such Obligor, including, without limitation, tort claims, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Obligor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing, and Accessions all books, correspondence, files, records, invoices and After Acquired Propertyother papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor; provided that this Agreement provided, however, the Collateral shall not constitute an assignment ofinclude any lease, license, contract, property right or agreement to which such Obligor is a party or any of its rights or interests or other General Intangibles arising thereunder (i) if the grant of a security interest in such lease, license, contract, property right, agreement or lien on, (i) any Contract (including any license or use agreement) if other General Intangible would violate the terms of agreement under which such rights arise except to the Contract prohibit extent provided under the assignment thereof or grant of a security interest or lien thereinUCC, or (ii) any Property subject to a Contract (including any license the extent that the pledge or use agreement) if the terms of the Contract prohibit the assignment of such Property rights or grant agreement requires the consent of a security interest or lien in any third party unless such Propertythird party has consented thereto except to the extent provided under the UCC. The Grantors Each Obligor and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracekarising.
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations"), whether by lapse of time, acceleration or otherwise, of As collateral security for the Secured ObligationsObligations defined below, each Grantor Debtor hereby grants to the Collateral Agent, Agent for the benefit of the Debenture Holders, Secured Creditors a continuing first priority lien on and security interest in, and a right to set of set-off against, any and acknowledges and agrees that the Agent has and shall continue to have for the benefit of the Secured Creditors a continuing lien on and security interest in, and right of set-off against, all right, title title, and interest of such Grantor in and to the followingeach Debtor, whether now owned or existing or ownedhereafter created, acquiredacquired or arising, or arising hereafter (collectively, in and to all of the "Collateral"):following:
(a) Accounts (including all AccountsHealth-Care-Insurance Receivables, if any);
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperInstruments (including Promissory Notes);
(d) Documents;
(e) General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);
(f) Letter-of-Credit Rights;
(g) Supporting Obligations;
(h) Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles, including without limitation Contracts;
(i) all InstrumentsInvestment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(j) all Inventory;
(k) Equipment (including all Investment Propertysoftware, whether or not the same constitutes embedded software, used in the operation thereof);
(l) all TrademarksFixtures;
(m) all Trademark LicensesCommercial Tort Claims (as described on Schedule F hereto or on one or more supplements to this Agreement);
(n) Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;
(o) Monies, personal property, and interests in personal property of such Debtor of any kind or description now held by any Secured Creditor or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, any Secured Creditor, or any agent or affiliate of any Secured Creditor, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all booksdividends and distributions on or other rights in connection with any such property;
(p) Supporting evidence and documents relating to any of the above-described property, recordsincluding, ledger cards, files, correspondencewithout limitation, computer programs, tapes, disks, tapes and related electronic data processing software (owned by media, and all rights of such Grantor or Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which it has an interest) that at any time evidence the same are reflected or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; andmaintained;
(oq) to the extent not otherwise includedAccessions and additions to, all Proceeds and products of substitutions and replacements of, any and all of the foregoing, ; and
(r) Proceeds and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant products of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms insurance of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent foregoing and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.proceeds thereof;
Appears in 1 contract
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Debenture Holdersholders of the Secured Obligations, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the followingfollowing personal property of the Grantors, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "“Collateral"”):
(a) all Accounts;
(b) all Cash cash and Cash Equivalents maintained on deposit with the Collateral Agentcurrency;
(c) all Chattel Paper;
(d) those Commercial Tort Claims identified on Schedule 2(d) attached hereto;
(e) all Copyrights;
(f) all Copyright Licenses;
(g) all Deposit Accounts;
(eh) all Documents;
(fi) all Equipment;
(gj) all Fixtures;
(hk) all General Intangibles, including without limitation Contracts;
(il) all Instruments;
(jm) all Inventory;
(kn) all Investment Property;
(lo) all Letter-of-Credit Rights;
(p) all Patents;
(q) all Patent Licenses;
(r) all Software;
(s) all Supporting Obligations;
(t) all Trademarks;
(mu) all Trademark Licenses;
(nv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor other personal property of whatever type or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupondescription; and
(ow) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, and Accessions and After Acquired Property; provided that the security interests granted under this Security Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, extend to:
(i) any Contract Pledged Collateral (including any license or use agreementas such term is defined in the Pledge Agreement) if that is expressly included in the terms of the Contract prohibit the assignment thereof or grant of security interests to the Collateral Agent pursuant to the Pledge Agreement, to the extent the Collateral Agent holds a valid first-priority perfected security interest or lien therein, or in such Pledged Collateral thereunder,
(ii) any Property subject to Capital Stock of a Contract (including any license or use agreement) if Foreign Subsidiary that is expressly excluded from the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien interests in such Pledged Collateral under the Pledge Agreement, and
(iii) any Excluded Property. The Grantors and the Collateral Agent, on behalf of the Debenture Holdersholders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral (iA) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (iiB) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectively, the "Voracek Assets"), the Debenture Holders hereby consent and agree to (a) the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracek.
Appears in 1 contract
Sources: Security Agreement (Premiere Global Services, Inc.)
Grant of Security Interest in the Collateral. To secure the prompt payment and performance under the Debentures in full when due (the "Secured Obligations")due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, each Grantor Obligor hereby grants to the Collateral Agent, for the benefit of the Debenture HoldersLenders, a continuing first priority security interest in, and a right to set off against, any and all right, title and interest of such Grantor Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Collateral"):): 3
(a) all Accounts;
(b) all Cash and Cash Equivalents maintained on deposit with the Collateral AgentChattel Paper;
(c) all Chattel PaperCopyrights;
(d) all Copyright Licenses;
(e) all Deposit Accounts;
(ef) all Documents;
(fg) all Equipment;
(gh) all Fixtures;
(hi) all General Intangibles, including without limitation Contracts;
(i) all Instruments;
(j) all InventoryInstruments, including, without limitation, the Intercompany Notes;
(k) all Investment PropertyInventory;
(l) all Investment Property (other than in respect of Foreign Subidiaries);
(m) all Patents;
(n) all Patent Licenses;
(o) all Trademarks;
(mp) all Trademark Licenses;
(nq) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Grantor Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(or) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and Accessions and After Acquired Property; provided that this Agreement shall not constitute an assignment of, or a grant of a security interest in or lien on, (i) any Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment thereof or grant of a security interest or lien therein, or (ii) any Property subject to a Contract (including any license or use agreement) if the terms of the Contract prohibit the assignment of such Property or grant of a security interest or lien in such Property. 4 The Grantors Obligors and the Collateral Agent, on behalf of the Debenture HoldersLenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. Notwithstanding the foregoing, with respect to any and all assets purchased AHIC from ▇▇. ▇▇▇▇▇▇▇ and/or his entities (collectively, "Voracek") that own clinics being purchased by the Company in accordance with the terms of the Plan together with all replacement collateral thereof (collectivelyMoreover, the "Voracek Assets"), Collateral shall not include any licenses or leases to the Debenture Holders hereby consent extent (but only to the extent and agree to (aonly for so long as) such licenses and leases contain legally enforceable restrictions on the granting by Grantors of a first priority purchase money security interest in favor of Voracek, and (b) the subordination of the Debenture Holders' first priority security interest in the Voracek Assets to a properly perfected purchase money security interest in favor of Voracektherein.
Appears in 1 contract
Sources: Security Agreement (Steel Heddle International Inc)