Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). (b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement. (c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby pledge, sell, assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all Letter of Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable treaty, and the FCC Rulesconvention, but includesstatute, law or regulation of any applicable jurisdiction;
(xxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiii) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Pledge and Security Agreement (American Dental Partners Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby pledge, collaterally assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all Letter of Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all Permits;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable treaty, and the FCC Rulesconvention, but includesstatute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiv) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Pledge and Security Agreement (American Greetings Corp)
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the ABL Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents Software and Copyrights, (vii) all computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited to, to Trade Secrets Secret Rights, customer lists and all recorded data of any kind or nature, regardless of the medium or recording;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account all Deposit Accounts and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts(in each case, excluding Exempted Deposit Accounts);
(x) all Documents;
(xi) all goodwillEquipment;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and any renewals thereof, going concern value, the goodwill of the business of such Assignor symbolized by the Marks and all causes of such Assignor's rights in, action arising prior to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by after the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer date hereof for infringement of any FCC License)of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Supporting Obligations; and and
(xiixxii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the "Collateral"Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.a. ▇.▇.) of any Foreign Corporation which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a guarantor of the Obligations of the German Borrower, and (y) each Assignor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Assignor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
(b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any of its right, title or interest in any license, contract or agreement to which such Assignor is a party, to the extent, but only to the extent (and only for so long as) that such license, contract or agreement or applicable law prohibits the assignment of, or granting of a security interest in, such license, contract or agreement and such prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest therein.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and agreed that the security interest created hereby does not extend to any assets owned by any third Person Collateral Agent (on behalf of the Secured Creditors) acknowledges and not owned by any Assignor) that are located at any Real Property sites of any Assignor.agrees that:
Appears in 1 contract
Sources: u.s. Security Agreement (Aleris International, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign (except in the case of Collateral which are ULC Shares) and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein to receive payments, indebtedness and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, obligations (viii) all other Goods, General Intangibles, Investment Property, Permitswhether constituting an Account, Chattel Paper, DocumentsInstrument, Instruments Document of Title or Intangible));
(ii) all cash and other assets money;
(including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ixiii) the Cash Collateral Account and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Goods;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Investment Property;
(xii) all Intangibles (including corporate and other tax refunds);
(xiii) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (xii), all Permits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xiv) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xiii), all Supporting Obligations;
(xv) all books and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xiii);
(xvi) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xvii) (all of the aboveabove (i) to and including (xvi), collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and agreed that the security interest created hereby does covenants hereunder shall not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) acquired or arising and regardless of where located:
1. each and every Receivable, Account (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein to receive payments, indebtedness and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, obligations (viii) all other Goods, General Intangibles, Investment Property, Permitswhether constituting an Account, Chattel Paper, Documents, Instruments and other assets Paper (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) belowElectronic Chattel Paper), (ix) Instrument, Document or General Intangible));
2. all cash and Money;
3. the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account, ;
4. all (x) all other bankDeposit Accounts, demandcollection accounts, time savings, cash management, passbook, certificates of deposit disbursement accounts and similar accounts maintained by such Assignor lock boxes and all moniescash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, instruments Financial Assets and other investments deposited property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
5. all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
6. all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be deposited in provided pursuant to Section 3.1 below;
7. all Contracts, together with all Contract Rights arising thereunder;
8. all Documents;
9. all Equipment;
10. all Fixtures;
11. all Goods;
12. all Instruments;
13. all Intellectual Property;
14. all Promissory Notes;
15. all Inventory;
16. all Investment Property;
17. all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
18. all General Intangibles;
19. all Payment Intangibles (including corporate and other tax refunds);
20. all Permits;
21. all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing accounts, (xi) all goodwill, going concern value, and all foregoing);
22. with respect to each right to payment or performance included in each of such Assignor's rights in, to or under, or relating tothe foregoing, any license, permit Supporting Obligation that supports such payment or other authorization (each, an "FCC License") issued by the FCC (provided, however, performance and any Lien that secures such security interest does not include, and the term "Collateral" does not include, at any time any FCC License right to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident payment or appurtenant to performance or secures any such FCC License and the rights to receive Supporting Obligation; and
23. all proceedssubstitutions, monies or other consideration derived or derivable from or in connection with the salereplacements accessions, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the Administrative Agent under this Agreement extends UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to all Collateral permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the kind consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which is consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts, and in the event constituting “Excluded Assets” (or such similar term) under the ABL Credit Documents, any other account of the type described in clause (iv) not otherwise constituting a Deposit Account; (v) any Vehicles and other assets subject to certificates of this Agreement which title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any Assignor may acquire at any time United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the term period, if any, in which the grant of this Agreement.
(c) It is acknowledged and agreed that the a security interest created hereby does not extend therein would impair the validity or enforceability of such application under applicable federal law (other than to any assets owned the extent such rights can be perfected by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.the filing of
Appears in 1 contract
Sources: Security Agreement and Pledge Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, the “Collateral”); provided that, notwithstanding anything to the contrary contained in this Agreement, the term “Collateral” as used herein shall not include (x) any Limited Liability Company Interests (as defined in the Pledge Agreement), Partnership Interests (as defined in the Pledge Agreement), or Vitritek Interests (as defined in the Pledge Agreement) unless, and in such case only to the extent that, such Limited Liability Company Interests, Partnership Interests and/or Vitritek Interests are included in the definition of “Collateral” as such term is defined in the Pledge Agreement or (y) any of the Assignors’ rights in any of the following Patents: U.S. Patent Numbers 5,851,246; 5,656,044; 5,584,255 and 5,425,792 (collectively, the "Collateral"“Subject Patents”), to the extent that (and only for so long as) any agreement among any Assignor and any other Person with rights to such Patents prohibits the granting of, or requires the consent of such other Person in connection with the granting of, a security interest in such Patents (any such agreement, a “Subject Patent Agreement”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Duratek Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account; \\DC - 066299/000158000182 - 9848070 v13
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) All Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts, and in the event constituting “Excluded Assets” (or such similar term) under the ABL Credit Documents, any other account of the type described in clause (iv) not otherwise constituting a Deposit Account; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”);
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Grantor may acquire acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged The Liens hereunder are granted as security only and agreed that shall not subject the security interest created hereby does not extend Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any assets owned by of the Collateral or any third Person transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Sources: Credit Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance performance, when due of due, of: (i) all of its the Obligations (other than Obligations arising under the Warrants, any Common Stock issued upon exercise of the Warrants or the Registration Rights Agreement) to the Lender under the Credit Agreement and the other Loan Documents, and (ii) all of the Cornell Capital Obligations, each Assignor of the Debtors does hereby sell, assign and transfer unto Airlie, as Collateral Agent for (A) itself, (B) any subsequent Lender under the Administrative AgentLoan Documents, and (C) Cornell Capital, and does hereby pledge and grant to the Administrative Agent for the benefit of the Secured CreditorsCollateral Agent, a continuing first priority Lien and continuing security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor the Debtors in, to and under all of the followingassets and properties, real, personal or mixed, of the Debtors, whether now existing or hereafter from time to time acquired, including, without limitation: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder, ; (iii) all Inventory, ; (iv) all Equipment, ; (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Debtor symbolized by the Marks, ; (vi) the Master Depositary Account established for such Debtor and all moneys, Securities and Instruments deposited or required to be deposited in such Master Depositary Account; (vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof; (viiviii) all computer programs of such Assignor Debtor and all intellectual property rights therein and all other proprietary information of such AssignorDebtor, including, but not limited to, Trade Secrets Secret Rights, ; (viiiix) all insurance policies; (x) all other Goods, General Intangibles, Investment Property, PermitsCommercial Tort Claims, Chattel Paper, Documents, Securities and Instruments and other assets (including cash) INCLUDING (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ixA) the Cash Collateral Account Securities and all moniesInstruments constituting the Davel Credit Parties Debt, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, Cerberus Subordinated Debt and the term "Collateral" does not includeShares of Davel Communications, at any time any FCC License to the extent, but only to the extent, Inc. that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is are the subject of this Agreement which any Assignor may acquire at any time during the term of this Collateral Debt and Securities Assignment Agreement.
, and (cB) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) Securities that are located at any Real Property sites the subject of any Assignor.the MobilePro Pledge Agreement and the Purchaser Pledge Agreement, granted as separate collateral security to the
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property and Securities Accounts;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(vixix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents and Copyrights, or unfair competition regarding the same;
(viixx) all computer programs Permits;
(xxi) all Software and all recorded data of any kind or nature, and any media on which the foregoing is recorded;
(xxii) all Supporting Obligations;
(xxiii) all claims of such Assignor and all intellectual property rights therein and against the Captive Insurance Company;
(xxiv) all other proprietary information personal property and fixtures of such Assignor, including, but not limited to, Trade Secrets Rights, ; and
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixxv) all Proceeds and products of any and all of the foregoing (all of the above, collectivelyincluding this clause (xxv), the "“Collateral"”); provided that no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Excluded Collateral (so long as same remains “Excluded Collateral” in accordance with the definition thereof).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It Notwithstanding anything to the contrary contained in this Agreement, (A) the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in motor vehicles, Letter-of-Credit Rights, cash, Deposit Accounts and Securities Accounts, in each case except to the extent that a security interest in such types of Collateral can be perfected by (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, and (ii) in the case of Letter-of-Credit Rights, by taking the respective actions described in Section 3.7 hereof (and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this Section 1.1(c)), (B) the Assignors shall not be required to enter into any foreign law pledges, mortgages or security agreements and (C) the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in any asset for which the cost of perfecting a security interest in such asset is excessive in relation to the value of the security to be offered thereby (as reasonably determined by the Collateral Agent) so long as, in the case of this clause (C), the applicable Assignor delivers a written request to the Collateral Agent specifically identifying (x) the applicable assets, the value thereof and the cost of perfecting a security interest therein and (y) the perfection steps not to be taken with respect to such assets and such written request is acknowledged and agreed that to by the Collateral Agent in writing.
(d) Notwithstanding anything to the contrary contained in this Agreement, no security interest created hereby does not extend is assigned, transferred, pledged or granted in any “intent-to-use” application for registration of a ▇▇▇▇ filed pursuant to any assets owned by any third Person (Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act, to the extent that, and not owned by any Assignor) that are located at any Real Property sites during the period in which, the assignment, transfer, pledge or grant of a security interest in such intent-to-use application would impair the validity or enforceability of any Assignorregistration that issues from that intent-to-use application under applicable federal law.
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Debtor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Debtor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, including, without limitation, all Accounts;
(ii) all cash;
(iii) the Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Debtor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods and Accessions;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Debtor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Debtor may acquire at any time during the term continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Debt Obligations, each Assignor does hereby assign and transfer unto the Administrative AgentCollateral Trustee, and does hereby pledge and grant to the Administrative Agent Collateral Trustee, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all Money and Cash Equivalents;
(iii) the Collateral Proceeds Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Collateral Proceeds Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims described on Schedule 5 of the Perfection Certificate (together with any Commercial Tort Claims as to which the Assignors have complied with the requirements of Section 3.11 hereof);
(vi) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, ;
(vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, Equipment;
(viii) all other GoodsDeposit Accounts, General IntangiblesSecurities Accounts and Commodity Accounts, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(ix) all Farm Products;
(x) all Fixtures;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Intellectual Property;
(xvi) all Inventory;
(xvii) all Investment Property;
(xviii) all Letter-of-Credit Rights, going concern valuewhether or not the respective letter of credit is evidenced by a writing (together with all Accounts, Chattel Paper, Instruments, Deposit Accounts, General Intangibles and all other obligations of such Assignor's rights inany kind, to whether or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from arising out of or in connection with the salesale or lease of goods or the rendering of services and whether or not earned by performance, assignment or transfer of any FCC License)the “Receivables”; and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the Receivables, being the “Related Contracts”);
(xiixix) all Permits;
(xx) all Software and computer programs and all Software and computer program licensing rights;
(xxi) all Supporting Obligations;
(xxii) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Assignor pertaining to any of the Collateral;
(xxiii) all other tangible and intangible personal property; and
(xxiv) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”), provided that, notwithstanding anything to the "contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in, and “Collateral")” shall not include, any Excluded Asset.
(b) The security interest of the Administrative Agent Collateral Trustee under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and agreed that the Collateral Trustee (on behalf of the Secured Parties) acknowledges and agrees that:
(i) the security interest created hereby does not extend granted pursuant to any assets owned by any third Person this Agreement (including pursuant to this Section 1.1) to the Collateral Trustee for the benefit of the Secured Parties is subject to the lien priorities set forth in the Intercreditor Agreement, including, without limitation, Section 2.01 thereof; and
(ii) the security interests of the ABL Collateral Agent on behalf of the holders of ABL Debt Obligations in the Collateral constitute security interests separate and apart (and not owned by any Assignorof a different class and claim) that are located at any Real Property sites from the security interests of any Assignorthe Collateral Trustee on behalf of the Secured Parties in the Collateral.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign (except in the case of Collateral which are ULC Shares) and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein to receive payments, indebtedness and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, obligations (viii) all other Goods, General Intangibles, Investment Property, Permitswhether constituting an Account, Chattel Paper, DocumentsInstrument, Instruments Document of Title or Intangible));
(ii) all cash and other assets money;
(including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ixiii) the Cash Collateral Account and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Goods;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Investment Property;
(xii) all Intangibles (including corporate and other tax refunds);
(xiii) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (xii), all Permits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xiv) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xiii), all Supporting Obligations;
(xv) all books and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xiii);
(xvi) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xvii) (all of the aboveabove (i) to and including (xvi), collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing,
(A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and agreed that the security interest created hereby does covenants hereunder shall not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative First-Lien Collateral Agent, and does hereby pledge and grant to the Administrative Agent First-Lien Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rightsand all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(x) all Documents;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Domain Names;
(xii) all Equipment;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Inventory;
(xvii) all Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Supporting Obligations;
(xxiii) all Trade Secret Rights; and
(xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, collectivelythe “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the "Collateral"Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii), as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, or (b) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation.
(b) The security interest of the Administrative First-Lien Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding anything herein to the contrary, the relative rights and agreed that remedies of First-Lien Collateral Agent shall be subject to and governed by the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located terms of the Intercreditor Agreement at any Real Property sites time the Intercreditor Agreement is in effect. In the event of any Assignorinconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.
Appears in 1 contract
Sources: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding clauses (a) and agreed (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any contract, license, permit or franchise that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or
(ii) any rights or property to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), (x) any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor and (y) any right to payment or other monies due under any such contract, license, permit, franchise, rights or property described above shall not be excluded from the Collateral and shall at all times be subject to the security interest created hereby does not extend pursuant to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignorthis Agreement.
Appears in 1 contract
Sources: Security Agreement (Dominos Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder; (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights; (ix) the Cash Collateral Account all Equipment;
(viii) all Deposit Accounts and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(ix) all Documents;
(x) all General Intangibles;
(xi) all goodwillGoods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvi) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the Agreement Execution Date for infringement of any Marks or unfair competition regarding the same;
(xvii) all Patents and all causes of action arising prior to or after the Agreement Execution Date for infringement of any Patents or unfair competition regarding the same;
(xviii) all Permits;
(xix) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xx) all Supporting Obligations; and and
(xiixxi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding clauses (a) and agreed (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any vehicle covered by a certificate of title or ownership;
(ii) any contract, license, permit or franchise owned or held by an Assignor on the Effective Date that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest created hereby does not extend in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise), except to the extent provided by Sections 9-406, 9-407, 9- 408 and 9-409 of the UCC; or
(iii) any assets rights or property owned or held by an Assignor on the Effective Date to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property or any contracted obligation binding on such rights or property prohibits, restricts or requires the consent of a third Person (party for the creation of a security interest therein on the Effective Date, except to the extent provided by Sections 9-406, 9-407, 9-408 and not owned by 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), any Assignor) that are located at any Real Property sites such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all Equipment, Tangible Chattel Paper and all Electronic Chattel Paper;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto all Software, Trade Secrets Rightsand all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(x) all Documents;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Domain Names;
(xii) all Equipment;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Inventory;
(xvii) all Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Supporting Obligations;
(xxiii) all Trade Secret Rights; and
(xxiv) all Proceeds and products of any and all of the foregoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, collectivelythe “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the "Collateral"Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii), as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, or (b) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation.
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor the Grantor does hereby pledge and collaterally assign and transfer unto the Administrative AgentLender, and does hereby pledge and grant to the Administrative Agent for the benefit of the Secured CreditorsCreditor, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor the Grantor in, to and under all of the followingfollowing of the Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the "Collateral"):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Letter of Credit Rights;
(xvii) all Payment Intangibles;
(xviii) all Promissory Notes;
(xix) all Supporting Obligations;
(xx) all Permits;
(xxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable law;
(xxii) all additions, and the FCC Rulesmodifications, but includesalterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiii) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Igi Laboratories, Inc)
Grant of Security Interests. (a) As The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingpersonal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired: , including each of the following, except to the extent any such property constitutes Excluded Collateral (collectively, the "Collateral"):
(i) each and every Receivable, all Accounts;
(ii) Contracts, together with all Contract Rights arising thereunder, As-Extracted Collateral;
(iii) all Inventory, cash;
(iv) any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any Collateral Account;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Subject Commercial Tort Claims;
(vii) all computer programs of the Debtor and all intellectual property rights therein and all other proprietary information of the Debtor, including, without limitation, Domain Names and Trade Secret Rights;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by the Debtor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all Equipment;
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(vxiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Debtor symbolized by the Marks, ;
(vixviii) all Patents and Copyrights, Patents;
(viixix) all computer programs of such Assignor Permits;
(xx) all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all intellectual property rights therein recorded data of any kind or nature, regardless of the medium of recording;
(xxi) all Supporting Obligations (other than Letter-of-Credit Rights);
(xxii) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and all other proprietary related data processing software (owned by the Debtor or in which it has an interest) that at any time evidence or contain information of such Assignor, including, but not limited to, Trade Secrets Rights, relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(viiixxiii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets personal property of any kind or type whatsoever; and
(including cashxxiv) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by lawnot otherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceedsAccessions, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing foregoing, and of any Excluded Collateral (all of to the aboveextent such Accessions, collectively, the "Proceeds and products are not also Excluded Collateral").
(b) The Notwithstanding anything to the contrary herein, the term "Collateral" shall not include, and the security interest of the Administrative Agent granted under this Agreement extends shall not attach to all Collateral of the kind which is following (the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor."Excluded Collateral"):
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby assign and transfer unto pledge to the Administrative Agent, and does hereby pledge and grant to the Administrative Agent Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable treaty, and the FCC Rulesconvention, but includesstatute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiv) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its ObligationsObligations under the Notes Documents, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Notes Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, and a Lien on all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (collectively, the “Collateral”): *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor Marks and all intellectual property rights therein and all other proprietary information causes of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Marks or unfair competition regarding the same; *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(xixix) all goodwillPatents, going concern value, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the licensing rights to receive Software and all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer Software code of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the aboveforegoing, collectivelyprovided, that, subject to Section 10.8(c) hereof, the "security interests granted herein shall not extend to, and the term “Collateral")” shall not include, any Excluded Assets.
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all existing Collateral of the kind which is the subject of this Agreement and all Collateral which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It In the event that Rule 3-16 of Regulation S-X under the Securities Act is acknowledged amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Guarantor due to the fact that such Guarantor’s Capital Stock secures the Notes, then the Capital Stock of such Guarantor will automatically be deemed not to be part of the Collateral securing the Notes, but only to the extent necessary not to be subject to such requirement and agreed only for so long as required not to be subject to such requirement. In such event, this Agreement may be amended or modified by the Assignors and the Collateral Agent (without the consent of any holder of the Notes) to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Stock that are so deemed to no longer constitute part of the Collateral for the Notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Guarantor, then the Capital Stock of such Guarantor will automatically be deemed to be a part of the Collateral for the Notes and the relevant Assignor shall execute and deliver any and all such documents and take all such actions as necessary to re-grant, perfect and/or maintain the Lien in favor of the Collateral Agent (subject to Permitted Liens) in accordance with this Agreement.
(d) Notwithstanding anything herein to the contrary, at any time the Intercreditor Agreement is in effect, the security interest created hereby does not extend and Lien granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement and subordinate to the security interests granted to any assets owned by Senior Credit Facility Secured Party under the Senior Credit Facility. In the event of any third Person (conflict between the terms of the Intercreditor Agreement and not owned by any Assignor) that are located this Agreement, the terms of the Intercreditor Agreement shall govern and control at any Real Property sites of any Assignortime the Intercreditor Agreement is in effect. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Sources: Security Agreement (Green Field Energy Services, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations in the case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), each Assignor does hereby assign and transfer unto the Administrative AgentCollateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured CreditorsCreditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and and
(xiixxiv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall secure any of the Existing Senior Subordinated Secured Notes Obligations (although the Excluded Existing Senior Subordinated Secured Notes Collateral shall secure all other Obligations hereunder).
(c) As security for the prompt and complete payment and performance when due of all of the Existing Senior Subordinated Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the Existing Senior Subordinated Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded Existing Senior Subordinated Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the Existing Senior Subordinated Secured Notes Obligations to be secured as provided herein on the date hereof, validly gives rise to the grant of a security interest securing the Existing Senior Subordinated Secured Notes Obligations.
(d) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(ce) It Notwithstanding anything to the contrary contained in Section 1.1(a) above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest in any of such Assignor's rights or interests in any license, contract or agreement to which such Assignor is acknowledged a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Assignor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision (as a result of a change in law, receipt of an appropriate consent or otherwise), the Collateral shall include, and agreed that such Assignor shall be deemed to have granted a security interest in, all such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect of such license, contract or agreement shall not be excluded from the security interest created hereby does not extend hereunder. In the event that any asset of the Assignor is excluded from the Collateral by virtue of this paragraph, such Assignor, upon the request of the Collateral Agent, shall use all reasonable efforts to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignorenable such Assignor to provide a security interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors (and does hereby confirm its prior assignment, transfer, pledge and grant to the Collateral Agent, for the benefit of the Secured Creditors (other than the Additional First Lien Creditors) pursuant to the Original Security Agreement, of), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest interest, powers, remedies, privileges and other benefits of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other GoodsCopyrights, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in together with all causes of action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), any of the Copyrights or unfair competition regarding the same;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), (ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the consent not obtained of a third party for the creation by such Assignor of a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and (iii) any rights or property to the extent that any valid and enforceable law or statute or rule, regulation, guideline, order or directive of a governmental authority or agency applicable to such rights or property prohibits, restricts, or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the "creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling), (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral"” shall not include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); provided that the foregoing limitation shall not exclude the grant of a security interest pursuant to this Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity and (ii) subject to compliance with Section 10.12(b) of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor.
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Section 1.1, the term “Collateral”, as it only refers to the Collateral securing the Additional First Lien Obligations, shall not include any Equity Interests and other securities of a Subsidiary of the Borrower to the extent that the pledge of such Equity Interests and other securities would result in the Borrower or such Subsidiary being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Additional First Lien Obligations affected thereby; provided that neither the Borrower nor any of its Subsidiaries shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interest or other securities pursuant to this clause (c). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced by another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure the Additional First Lien Obligations affected thereby, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Additional First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Creditor, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Additional First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, nothing in this clause (c) shall limit the pledge of such Equity Interests and other securities from securing the Credit Document Obligations and the Other Obligations at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation by the SEC. For purposes of this clause (c), “securities” has the meaning ascribed to such term for purposes of Rule 3-16.
(d) This Agreement amends and restates the Original Security Agreement. The Obligations of the Assignors under the Original Security Agreement and the grant of security interest in the Collateral by the Assignors under the Original Security Agreement shall continue (uninterrupted) under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Original Security Agreement in any Credit Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is acknowledged understood and agreed that the security interest created hereby does not extend to any assets owned Original Security Agreement is being amended and restated by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignorentry into this Agreement on the date hereof.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiix) all Documents;
(xi) all Equipment;
(xii) all FCC License Rights;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Inventory, ;
(ivxvii) all Equipment, Investment Property;
(vxviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixx) all Patents and Copyrights, Patents;
(viixxi) all computer programs of such Assignor Permits;
(xxii) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxiii) all Supporting Obligations; and and
(xiixxiv) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”). Notwithstanding anything to the contrary contained in this Agreement, the "Collateral")no Assignor shall be required at any time to pledge hereunder any equity interests of any Subsidiary of such Assignor that is not a domestic Subsidiary of such Assignor.
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, in each case a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims (including those described in Annex H hereto);
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments (other than Instruments constituting Pledged Securities);
(xv) all Inventory;
(xvi) all Investment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelyabove including this clause (xxiii), the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of an Assignor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the U.S. Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of an Assignor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; provided however, that each applicable Assignor shall provide to the Secured Creditors notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 9.01(a) or 9.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; and (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged The Liens hereunder are granted as security only and agreed that shall not subject the security interest created hereby does not extend Administrative Agent or any other Secured Creditor to, or transfer or in any way affect or modify, any obligation or liability of any Assignor with respect to any assets owned by of the Collateral or any third Person transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every ReceivableAccount; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (ii) Contractsincluding, together with without limitation, all Contract Rights arising thereunder, (iii) Tangible Chattel Paper and all Inventory, (iv) Electronic Chattel Paper); all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) Commercial Tort Claims; all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and rights in Trade Secrets; Contracts, Trade Secrets Rights, (viii) together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accountsforegoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); all Marks, (xi) together with the registrations and right to all goodwillrenewals thereof, going concern valuethe goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same; all Permits; all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording; all Supporting Obligations; and (xii) 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 (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Global Cash Access Holdings, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including electronic Chattel Paper), Instrument, Document or Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Futures Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all electronic Chattel Paper);
(vi) [reserved];
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to the PPSA or other applicable law (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor; (iv) Excluded Accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vi) any ▇▇▇▇▇▇ ▇▇▇▇▇▇ “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vii) any Consumer Goods (as defined in the PPSA); and (viii) the last day of the term of any real property lease or agreement therefor, provided that upon enforcement of the security interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term (the assets described in preceding clauses (i) through (viii) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Grantor may acquire acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged Each Grantor confirms that value has been given by the Collateral Agent and the Secured Parties to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement or the date of any supplement to this Agreement, as applicable, and that such Grantor and the Collateral Agent have not agreed that to postpone the time for attachment of the security interest created hereby does granted to the Collateral Agent in any of the Collateral of such Grantor pursuant to this Agreement.
(e) The Liens hereunder are granted as security only and shall not extend subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any assets owned by of the Collateral or any third Person transaction in connection therewith.
(f) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the Administrative Agent under this Agreement extends UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to all Collateral permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the kind consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of an Assignor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the U.S. Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of an Assignor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; provided however, that each applicable Assignor shall provide to the Secured Creditors notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 9.01(a) or 9.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; and (iv) Deposit Accounts the balance of which is consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (v) any Vehicles and other assets subject to certificates of this Agreement which title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any Assignor may acquire at any time United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the term period, if any, in which the grant of this Agreement.
(c) It is acknowledged and agreed that the a security interest created hereby does not extend therein would impair the validity or enforceability of such application under applicable federal law (other than to any the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets owned by any third Person described in preceding clauses (and not owned by any Assignori) that are located at any Real Property sites of any Assignorthrough (vi) hereof, collectively, the “Excluded Assets”).
Appears in 1 contract
Sources: Security Agreement
Grant of Security Interests. (a) As The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of its ObligationsObligations (and hereby confirms, each Assignor does hereby assign reaffirms and transfer unto restates the prior grant thereof to the Original Administrative Agent, for itself and does hereby pledge and grant Original Lenders pursuant to the Original Credit Agreement in favor of the Administrative Agent for the benefit of and the Secured Creditors), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor the Debtor in, to and under all of the followingpersonal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired: , including each of the following (collectively, the “Collateral”), except to the extent any such property constitutes Excluded Collateral:
(i) each and every Receivable, all Accounts;
(ii) Contracts, together with all Contract Rights arising thereunder, As-Extracted Collateral;
(iii) all Inventory, cash;
(iv) any Collateral Account and all Equipmentmonies, securities, Instruments and other investments deposited or required to be deposited in any Collateral Account;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Subject Commercial Tort Claims;
(vii) all computer programs of the Debtor and all intellectual property rights therein and all other proprietary information of the Debtor, including, without limitation, Domain Names and Trade Secret Rights;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by the Debtor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all Equipment (including all Chassis);
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor the Debtor symbolized by the Marks, ;
(vixviii) all Patents and Copyrights, Patents;
(viixix) all computer programs of such Assignor Permits;
(xx) all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all intellectual property rights therein recorded data of any kind or nature, regardless of the medium of recording;
(xxi) all Supporting Obligations (other than Letter-of-Credit Rights);
(xxii) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and all other proprietary related data processing software (owned by the Debtor or in which it has an interest) that at any time evidence or contain information of such Assignor, including, but not limited to, Trade Secrets Rights, relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(viiixxiii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets personal property of any kind or type whatsoever; and
(including cashxxiv) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by lawnot otherwise included, all rights incident or appurtenant to any such FCC License and the rights to receive all proceedsAccessions, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing foregoing, and of any Excluded Collateral (all of to the aboveextent such Accessions, collectively, the "Proceeds and products are not also Excluded Collateral").
(b) The Notwithstanding anything to the contrary herein, the term “Collateral” shall not include, and the security interest of the Administrative Agent granted under this Agreement extends shall not attach (in the case of clauses (i) and (viii) below solely to all Collateral the extent of the kind which is existence of the subject of this Agreement which any Assignor may acquire at any time during restrictions set forth in such clauses) to the term of this Agreement.
following (c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.“Excluded Collateral”):
Appears in 1 contract
Grant of Security Interests. (a) As security for To secure the prompt and complete payment and performance in full when due due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of all of its the Secured Obligations, each Assignor Debtor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, and a right to set off against, any and all of the right, title and interest of such Assignor Debtor in, to and under all of the following, whether now owned or existing or hereafter from time to time acquired: owned, acquired or arising:
(i) each and every Receivable, including, without limitation, all Accounts;
(ii) all cash;
(iii) any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Debtor and all intellectual property rights therein and all other proprietary information of such Debtor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Commodities Accounts;
(viii) all Contracts, together with all Contract Rights arising thereunder;
(ix) all Copyrights;
(x) all Equipment;
(xi) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Debtor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixii) all Documents;
(xiii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiv) all Goods and Accessions;
(xv) all Instruments;
(xvi) all Inventory, ;
(ivxvii) all Equipment, Investment Property;
(vxviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Debtor symbolized by the Marks, ;
(vixx) all Patents and Copyrights, Patents;
(viixxi) all computer programs of such Assignor Permits;
(xxii) all Securities, Securities Accounts and Security Entitlements;
(xxiii) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxiv) all Supporting Obligations; and and
(xiixxv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Debtor may acquire at any time during the term continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”);
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Grantor may acquire acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged The Liens hereunder are granted as security only and agreed that shall not subject the security interest created hereby does not extend Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any assets owned by of the Collateral or any third Person transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not owned by any Assignor) that are located at any Real Property sites apply, in respect of any Assignorthe Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired:-
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any Marks or unfair competition regarding the same;
(xix) all Patents and all causes of action arising prior to or after the date hereof for infringement of any Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding clauses (a) and agreed (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any vehicle covered by a certificate of title or ownership;
(ii) any contract, license, permit or franchise owned or held by an Assignor on the Effective Date that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest created hereby does not extend in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise), except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or
(iii) any assets rights or property owned or held by an Assignor on the Effective Date to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property or any contracted obligation binding on such rights or property prohibits, restricts or requires the consent of a third Person (party for the creation of a security interest therein on the Effective Date, except to the extent provided by Sections 9-406, 9-407, 9-408 and not owned by 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), any Assignor) that are located at any Real Property sites such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Sources: u.s. Security Agreement (Westborn Service Center, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations (excluding the 2003 Senior Secured Notes Obligations and the 2003 Senior Secured Note Refinancing Obligations in the case of an assignment, transfer, grant or pledge of Excluded 2003 Senior Secured Notes Collateral by any Assignor), each Assignor does hereby assign and transfer unto the Administrative AgentCollateral Agent for the benefit of the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured CreditorsCreditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment, ;
(vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vivii) all Patents and CopyrightsCopyrights and all reissues, renewals and extensions thereof;
(viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets and Trade Secret Rights, ;
(viiiix) all insurance policies;
(x) all other Goods, General Intangibles, Investment PropertyChattel Paper (including, Permitswithout limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Documents and Instruments of such Assignor (except Documents and other assets (including cash) (subject, in Instruments otherwise covered by the case of General Intangibles and Permits constituting FCC Licenses only, to clause U.S. Pledge Agreement);
(xi) below)all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Perfected Deposit Accounts and all other Deposit Accounts maintained by such Assignor with any Person who shall have entered into a “control agreement” or other arrangement with such Assignor and the Collateral Agent in respect of such other Deposit Account, (ix) the Cash Collateral Account and together with all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xixv) all goodwillInvestment Property (except to the extent otherwise covered by the U.S. Pledge Agreement);
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, going concern valueall writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License); and kind or nature, regardless of the medium of recording;
(xiixviii) all Supporting Obligations;
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”).
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded 2003 Senior Secured Notes Collateral hereunder shall secure any of the 2003 Senior Secured Notes Obligations or the 2003 Senior Secured Note Refinancing Obligations (although the Excluded 2003 Senior Secured Notes Collateral shall secure all other Obligations hereunder).
(c) As security for the prompt and complete payment and performance when due of all of the 2003 Senior Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the 2003 Senior Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the 2003 Senior Secured Notes Obligations to be secured as provided herein on the Restatement Effective Date, validly gives rise to the grant of a security interest securing the 2003 Senior Secured Notes Obligations.
(d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each of the parties hereto acknowledges and agrees that (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of Lender Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral and the Excluded 2003 Senior Secured Notes Collateral, and (ii) for the benefit of the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any), shall be a “second” priority security interest in the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral) fully junior, subordinated and subject to the security interest granted for the benefit of the Lender Creditors and the Other Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents, in the 2003 Senior Secured Note Documents and in the 2003 Senior Secured Note Refinancing Documents and all other rights and benefits afforded hereunder to the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) are expressly subject to the terms and conditions of this Agreement, the other Security Documents, the 2003 Senior Secured Note Documents and the 2003 Senior Secured Note Refinancing Documents, and (y) in the event of any conflict between the provisions of this Agreement or any other Security Document and the provisions of (A) the 2003 Senior Secured Note Documents or (B) 2003 Senior Secured Note Refinancing Documents, the terms of this Agreement and the other Security Documents shall prevail.
(e) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term continuation of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Vertis Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible) to the extent related to any Account);
(ii) Contracts, together with all Contract Rights cash and Money arising thereunder, from an Account;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account, ;
(iv) all (x) all other bankDeposit Accounts, demandcollection accounts, time savings, cash management, passbook, certificates of deposit disbursement accounts and similar accounts maintained by such Assignor lock boxes and all moniescash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, instruments Financial Assets and other investments deposited property held therein or required credited thereto, and (z) commodity accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto; in each case to the extent (i) holding Designated Cash, (ii) subject to a Cash Management Control Agreement or (iii) otherwise subject to a control agreement in form and substance reasonably satisfactory to the Administrative Agent giving the Collateral Agent “control” (within the meaning of the UCC).
(v) all Promissory Notes relating to any Account;
(vi) all Equipment set forth on Annex E as such Annex may be deposited in amended, restated, modified or otherwise supplemented from time to time;
(vii) all Inventory;
(viii) all Payment Intangibles relating to any Account;
(ix) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (viii), all Permits, Documents, General Intangibles (excluding all Intellectual Property Rights and contracts related thereto), Chattel Paper, Instruments, Letter-of-Credit Rights, related letters of credit, guarantees and collateral liens, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing accounts(including to the purchase or import of any Inventory);
(x) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (ix), all Supporting Obligations;
(xi) all goodwillbooks and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, going concern valuedatabases, customer lists, and all of such Assignor's rights inrecords, to whether tangible or underelectronic, or which contain any information relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and of the rights items referred to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC Licensepreceding clauses (i) through (x)); and and
(xii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectivelyabove described in the preceding clauses (i) through (xii), the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and in no event shall the term “Collateral” (and the component terms thereof) include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity), (C) require consent of a Governmental Authority or any other Person (other than consent of the Company or any of its Subsidiaries) to permit the grant of a security interest therein (and such consent has not been obtained) or (D) materially adverse tax consequences as reasonably determined by the Company; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B), (C) or (D) above; (ii) any property, interest or other rights with respect to which, in the reasonable determination of the Administrative Agent, expressed in writing, the cost or other consequences of granting a security interest in favor of the Secured Creditors is excessive in relation to the value afforded thereby; (iii) Non-Eligible Motor Vehicles, airplanes and other assets subject to certificates of title; (iv) Equity Interests; (v) Securitization Related Assets; (vi) all interests in Real Property; (vii) Gigafactory Assets, (viii) Accounts that are identifiable proceeds of the sale or other disposition of property that is not Collateral, (ix) intercompany Accounts outstanding on the Effective Date and (x) Intellectual Property Rights (the assets described in preceding clauses (i) through (x) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby pledge, sell, assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all Commercial Tort Claims, including without limitation, those set forth on Schedule 2 attached hereto;
(xxiii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiv) all books and records evidencing or relating to the Communications Actforegoing;
(xxv) all additions, and the FCC Rulesmodifications, but includesalterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxvi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby pledge, sell, assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable treaty, and the FCC Rulesconvention, but includesstatute, law or regulation of any applicable jurisdiction;
(xxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiii) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each the Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such the Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of the Assignor, or in which or to which the Assignor has any rights, in each case whether now existing or hereafter from time to time acquired existing or hereafter from time to time acquired existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex H hereto);
(vi) all computer programs of the Assignor and all intellectual property rights therein and all other proprietary information of the Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by the Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such the Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelyincluding this clause (xxiii), the "Collateral").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of which the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which the Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired or arising and regardless of where located:
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Fixtures;
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all General Intangibles;
(xix) all Payment Intangibles (including corporate and other tax refunds);
(xx) all Permits;
(xxi) all books and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the Administrative Agent under this Agreement extends UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to all Collateral permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the kind which is consequences specified in clause (A), (B) or (C) above; (ii) the subject Pledge Agreement Collateral, including any asset of this a Grantor excluded from the Pledge Agreement which Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any Assignor may acquire at other Pledge Agreement, as applicable; (iii) any time during treasury stock of a Grantor or other Margin Stock, in each case, unless the term Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of this Agreement.
the existence any Margin Stock (c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignorother than treasury stock) that are located would constitute Collateral absent this proviso at any Real Property sites the time of delivery of any Assignor.financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with
Appears in 1 contract
Sources: Refinancing Amendment to Credit Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, and a lien on all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged . Notwithstanding anything to the contrary contained herein, the term “Collateral” shall not include, and agreed that the security interest created hereby does granted under this Agreement shall not extend attach to: (A) any lease, license, Permit, contract or agreement to which any Assignor is a party to the extent (but only to the extent) that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Assignor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, ‘license, Permit or agreement (other than, in either case, (x) to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including any Bankruptcy Code) or principles of equity or (y) to the extent that the other party has consented to the assignment thereof pursuant to the terms hereof or pursuant to an assignment for security purposes generally or such prohibition otherwise no longer exists), (B) leasehold interests in real property with respect to which any Assignor is a tenant or subtenant to the extent that a security interest therein cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument) under the UCC of any applicable jurisdiction, (C) any trademark applications filed on an intent-to-use basis (until the issuance of a registration or the filing of a statement of use for such application), (D) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement, the Voting Equity Interests (as defined in the Pledge Agreement) of any Exempted Foreign Entity (as defined in the Pledge Agreement) in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (E) motor vehicles covered by certificates of title or ownership to the extent that a security interest therein cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument) under the UCC of any applicable jurisdiction, (F) property or assets owned by any third Person (and not owned by any Assignor) an Assignor that are located subject to a Permitted Lien described in Section 10.01(vi) or (vii) of the Credit Agreement for so long as such Permitted Lien is in effect and the Indebtedness secured thereby otherwise prohibits any other Liens thereon, but only for so long as such prohibition exists and is effective and valid, (G) Excluded Deposit Accounts and (H) Proceeds and products from any and all of the assets described in the foregoing clauses (A) through (G), unless such Proceeds and products would otherwise constitute Collateral securing the Obligations in the absence of this sentence. Notwithstanding anything herein to the contrary, the lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement at any Real Property sites time the Intercreditor Agreement is in effect. In the event of any Assignorconflict between the terms the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired: acquired (collectively, as listed below in this Section 1.1, the “Collateral”):
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs and Software of such Grantor and all Intellectual Property therein and all other proprietary information of such Grantor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Financial Assets and Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor Grantor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor Marks and all intellectual property rights therein and all other proprietary information causes of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Marks or unfair competition regarding the same;
(xixix) all goodwillPatents, going concern valuetogether with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of foregoing; provided that the above, collectively, the "Collateral shall not include any Excluded Collateral").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor Grantor may acquire acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Affinity Guest Services, LLC)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest interest, powers, remedies, privileges and other benefits of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other GoodsCopyrights, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in together with all causes of action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), any of the Copyrights or unfair competition regarding the same;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), (ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the consent not obtained of a third party for the creation by such Assignor of a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and
(iii) any rights or property to the extent that any valid and enforceable law or statute or rule, regulation, guideline, order or directive of a governmental authority or agency applicable to such rights or property prohibits, restricts, or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the "creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling), (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral"” shall not include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); provided that the foregoing limitation shall not exclude the grant of a security interest pursuant to this Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity and (ii) subject to compliance with Section 10.12(b) of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor.
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligationsthe Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations in the case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), each Assignor does hereby assign and transfer unto the Administrative AgentCollateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured CreditorsCreditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and and
(xiixxiv) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall secure any of the Existing Senior Subordinated Secured Notes Obligations (although the Excluded Existing Senior Subordinated Secured Notes Collateral shall secure all other Obligations hereunder).
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It Notwithstanding anything to the contrary contained in Section 1.1(a) above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest in any of such Assignor’s rights or interests in any license, contract or agreement to which such Assignor is acknowledged a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Assignor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision (as a result of a change in law, receipt of an appropriate consent or otherwise), the Collateral shall include, and agreed that such Assignor shall be deemed to have granted a security interest in, all such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect of such license, contract or agreement shall not be excluded from the security interest created hereby does not extend hereunder. In the event that any asset of the Assignor is excluded from the Collateral by virtue of this paragraph, such Assignor, upon the request of the Collateral Agent, shall use all reasonable efforts to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignorenable such Assignor to provide a security interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding clauses (a) and agreed (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any contract, license, permit or franchise that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest created hereby does not extend in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9- 407, 9-408 and 9-409 of the UCC;
(ii) any assets owned rights or property to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, provided, that, notwithstanding the foregoing in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third Person (party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and not owned by any Assignor) that are located at any Real Property sites upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Sources: Security Agreement (Dominos Inc)
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement, as security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Administrative Second-Lien Collateral Agent, and does hereby pledge and grant to the Administrative Second-Lien Collateral Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all other proprietary information of such Assignorengineering drawings, includingcustomer lists, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments goodwill and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern valuelicenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Second-Lien Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term continuation of this Agreement. Notwithstanding anything to the contrary contained herein, the Collateral shall at no time include any items which would at such time constitute Excluded Collateral.
(c) It is acknowledged Notwithstanding anything herein to the contrary, the lien and agreed that the security interest created hereby does not extend granted to any assets owned by any third Person (the Second-Lien Collateral Agent pursuant to this Agreement and not owned by any Assignor) that are located at any Real Property sites the exercise of any Assignorright or remedy by the Second-Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.
Appears in 1 contract
Sources: Security Agreement (EnerSys)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the relevant Secured CreditorsCreditors as their interests may appear, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof;
(viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, ;
(viiiix) all insurance policies;
(x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause Instruments;
(xi) below), all Permits;
(ixxii) the Cash Collateral Account all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xixv) all goodwillInvestment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, going concern valueall writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xviii) all Supporting Obligations; and and
(xiixix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that notwithstanding the foregoing, (x) the Collateral that secures the Existing Senior Notes Obligations of a Specified Existing Senior Notes Assignor shall be limited to Designated Existing Senior Notes Collateral owned by such Specified Existing Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified Existing Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified Existing Senior Notes Assignor that are to be applied to the Existing Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated Existing Senior Notes Collateral of such Specified Existing Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified Existing Senior Notes Assignor and (y) the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor.
(b) The Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the Administrative Agent under security interest pursuant to this Agreement extends in any account or any money or other amounts due or to become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include (x) the RJRTH Intercompany Note and any Contract Rights or General Intangibles of the Borrower arising under the Pledge Agreement in its capacity as RJRTH Intercompany Note Creditor, (y) any Equity Interests owned or held by any Assignor and (z) at any time prior to the exchange of at least 51% in aggregate principal amount of each series of Existing Senior Notes for Exchange Senior Notes pursuant to the Existing Senior Notes Exchange (and the elimination of the lien covenant in the Existing Senior Notes Indenture as consented to by the requisite holders of the Existing Senior Notes), all indebtedness and other obligations owing by a Subsidiary of RJRTH to RJRTH or any of its Subsidiaries and (iii) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other than (x) Collateral of the kind type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which is may be perfected by the subject filling of this Agreement which a UCC-1 financing statement in any Assignor may acquire at any time during the term of this Agreementrelevant jurisdiction.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Financial Assets;
(xvii) all Joint Venture Investment Property;
(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xx) all Notes;
(xxi) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xxii) all Permits;
(xxiii) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 1.1(a));
(xxiv) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxv) all Supporting Obligations; and and
(xiixxvi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign (except in the case of Collateral which are ULC Shares) and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account (ii) Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein to receive payments, indebtedness and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, obligations (viii) all other Goods, General Intangibles, Investment Property, Permitswhether constituting an Account, Chattel Paper, DocumentsInstrument, Instruments Document of Title or Intangible));
(ii) all cash and other assets money;
(including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ixiii) the Cash Collateral Account and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account;
(iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Investment Property;
(x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments Intangibles (including corporate and other investments deposited tax refunds);
(xi) to the extent relating to, evidencing or required to be deposited in governing any of the items referred to in preceding clauses (i) through (x), all Permits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing accounts, (xiincluding to the purchase or import of any Inventory);
(xii) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or the extent relating to, evidencing or governing any licenseof the items referred to in the preceding clauses (i) through (xi), permit or other authorization all Supporting Obligations;
(eachxiii) all books and records relating to the items referred to in the preceding clauses (i) through (ix) (including all books, an "FCC License") issued by the FCC (provideddatabases, however, that such security interest does not includecustomer lists, and the term "Collateral" does not includerecords, at whether tangible or electronic, which contain any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant information relating to any such FCC License and of the rights items referred to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC Licensepreceding clauses (i) through (xii)); and and
(xiixiv) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the aboveabove (i) to and including (xiv), collectively, the "“Collateral"”);
(b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(bc) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment, ;
(vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vivii) all Patents and CopyrightsCopyrights and all reissues, renewals and extensions thereof;
(viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets Secret Rights, ;
(viiiix) all insurance policies;
(x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Documents and Instruments and other assets of such Assignor (including cash) (subject, in other than the case of General Intangibles and Permits constituting FCC Licenses only, to clause Pledged Securities); and
(xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) Notwithstanding anything else in this Agreement to the contrary, each Secured Creditor (by its acceptance of the benefits provided hereunder) agrees with each Assignor that no Secured Creditor is purchasing or acquiring hereunder any Receivable but only taking a security interest therein, provided, however, this Agreement shall not restrict the Collateral Agent's ability to exercise its rights hereunder to the extent permitted by law. Notwithstanding Section 1.1(a), to the extent that any Contract may be terminated or a default shall be caused thereunder (in accordance with the terms thereof after giving effect to any applicable laws) in the event of a granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation shall exist, as the case may be, and all rights for money due or to become due under each such Contract and other proceeds shall be subject to the security interest.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term continuation of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Transworld Home Healthcare Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Secured Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, and a lien on all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited toto Domain Names and Trade Secret Rights;
(vii) all Contracts, Trade Secrets Rights, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignors from time to time with respect to any of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged . Notwithstanding anything to the contrary contained herein, the term “Collateral” shall not include, and agreed that the security interest created hereby does granted under this Agreement shall not extend attach to any assets owned by Excluded Asset. Notwithstanding anything herein to the contrary, the lien and security interest granted pursuant to this Agreement and the exercise of any third Person (and not owned by any Assignor) that right or remedy hereunder are located subject to the provisions of the Intercreditor Agreement at any Real Property sites time the Intercreditor Agreement is in effect. In the event of any Assignorconflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect. In the event of any conflict or inconsistency between the provisions of the Indenture and this Agreement relating to the duties of the Collateral Agent the provisions of the Indenture shall govern and control.
Appears in 1 contract
Sources: Security Agreement
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby (A) assign and transfer unto the Administrative AgentCollateral Agent for the benefit of the First Lien Creditors, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured First Lien Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired and (B) separately assign and transfer unto the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, and does hereby separately pledge and grant to the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, a separate continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment, ;
(vvi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vivii) all Patents and CopyrightsCopyrights and all reissues, renewals and extensions thereof;
(viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets and Trade Secret Rights, ;
(viiiix) all insurance policies;
(x) all other Goods, General Intangibles, Investment PropertyChattel Paper (including, Permitswithout limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Documents and Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause such Assignor;
(xi) below)all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts maintained by such Assignor with any Person, (ix) the Cash Collateral Account and together with all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xixv) all goodwillInvestment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, going concern valueall writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License); and kind or nature, regardless of the medium of recording;
(xiixviii) all Supporting Obligations;
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”).
(b) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor, the Collateral Agent (on behalf of the Secured Creditors) and the Senior Second Lien Notes Indenture Trustee (on behalf of the Senior Second Lien Notes Creditors) acknowledges and agrees that (v) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of Bank Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral and (ii) for the benefit of the Senior Second Lien Notes Creditors, shall be a “second” priority security interest in the Collateral fully junior, subordinated and subject to the security interest granted to the Collateral Agent for the benefit of the First Lien Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents and in the Senior Second Lien Notes Documents and all other rights and benefits afforded hereunder to the Senior Second Lien Notes Creditors are expressly subject to the terms and conditions of this Agreement, the other Security Documents and the Senior Second Lien Notes Documents, (w) the Senior Second Lien Notes Creditors’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the First Lien Creditors’ security interests in the Collateral, (x) the grants of security interest hereunder constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the First Lien Creditors, the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors and (y) in the event of any conflict between the provisions of this Agreement or any other Security Document and the provisions of the Senior Second Lien Notes Documents, the terms of this Agreement and the other Security Documents shall prevail.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term continuation of this Agreement.
(cd) It is acknowledged and agreed that Notwithstanding anything to the contrary contained in this Agreement, the Senior Second Lien Notes Creditors shall not have a security interest created hereby does in, and the grant of security interests pursuant to this Section 1.1 for the benefit of the Senior Second Lien Notes Creditors shall not extend to, any Second Lien Excluded Collateral.
(e) Notwithstanding anything to any assets owned by any third Person (and the contrary contained in this Agreement, the Excluded Collateral shall not owned by any Assignor) that are located at any Real Property sites of any Assignorconstitute Collateral as defined herein.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Secured Obligations, each Assignor Grantor does hereby pledge, collaterally assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor Grantor in, to and under all of the followingfollowing of each Grantor, whether now existing or hereafter from time to time acquired: arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable, ;
(ii) Contracts, together with all Contract Rights arising thereunder, Goods;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Documents;
(vi) all Patents and Copyrights, Instruments;
(vii) all computer programs of such Assignor and Chattel Paper;
(viii) all intellectual property rights therein and Money;
(ix) all other proprietary information of such AssignorDeposit Accounts, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, instruments cash and other investments deposited property held therein or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, credited thereto;
(xi) all goodwillInvestment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, going concern valueincluding, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all Letter of Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all Permits;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and all regardless of such Assignor's rights in, to whether the creation or under, perfection or relating to, any license, permit effect of perfection or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting non-perfection of a security interest therein pursuant to is governed by the Communications ActUCC of any particular jurisdiction or by any other applicable Law;
(xxiii) all additions, and the FCC Rulesmodifications, but includesalterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License)foregoing; and and
(xiixxiv) all Proceeds and products Products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing.
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Pledge and Security Agreement (American Greetings Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every ReceivableAccount (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) Contracts, together with all Contract Rights arising thereunder, cash and Money;
(iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in such the Cash Collateral Account, ;
(iv) all (x) all other bankDeposit Accounts, demandcollection accounts, time savings, cash management, passbook, certificates of deposit disbursement accounts and similar accounts maintained by such Assignor lock boxes and all moniescash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, instruments Financial Assets and other investments deposited property held therein or required credited thereto, and (z) commodity accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all Promissory Notes;
(vii) all Inventory;
(viii) all Investment Property;
(ix) all Payment Intangibles (including corporate and other tax refunds);
(x) to be deposited in the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (ix), all Permits, Documents, General Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, Letter-of-Credit Rights, related letters of credit, guarantees and collateral liens and Commercial Tort Claims or other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing accounts, (including to the purchase or import of any Inventory);
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or the extent relating to, evidencing or governing any license, permit or other authorization of the items referred to in the preceding clauses (each, an "FCC License"i) issued by the FCC through (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by lawx), all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and Supporting Obligations;
(xii) all books and records relating to the items referred to in the preceding clauses (i) through (xi) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xi)); and
(xiii) all substitutions, replacements accessions, Proceeds and products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of an Assignor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the U.S. Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of an Assignor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; provided however, that each applicable Assignor shall provide to the Secured Creditors notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; and (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts (the assets described in preceding clauses (i) through (iv) hereof, collectively, the “Excluded Assets”); provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the Equity Interests in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Collateral shall include, and the security interest granted by each Assignor shall attach to, such greater percentage of Equity Interests of each directly owned Foreign Subsidiary of such Assignor to secure all other Obligations.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its the Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims described in Annex F;
(vi) all proprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any kind or nature, regardless of the medium of recording and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other deposit, cash management and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all MarksLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, Permits;
(viiixxi) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets Software;
(including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (xxxii) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Supporting Obligations; and
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "“Collateral"”).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It Notwithstanding anything to the contrary in this Agreement, (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof a security interest in which can not be perfected by a filing of a UCC financing statement, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is acknowledged and agreed that greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c)(I), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest created hereby does not extend in any Excluded Assets.
(d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and fixtures) 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 or as otherwise specified pursuant to the UCC) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property, (B) filings in United States government offices with respect to United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control”, (iii) to take any action (other than the actions listed in clause (i)(A) and (C) above) with respect to any assets owned by located outside of the United States, (iv) to perfect in any third Person assets subject to a certificate of title statute or (and not owned by v) to deliver any Assignor) that are located at any Real Property sites of any AssignorEquity Interests except as expressly provided in the Pledge Agreement.
Appears in 1 contract
Sources: Security Agreement (Central Texas Corridor Hospital Company, LLC)
Grant of Security Interests. (a) As collateral security for (i) the prompt and complete payment and performance Borrowers’ obligations to pay the Lender Debt when due of all of and payable and their indemnification obligations to the Lender Group hereunder and (ii) Parent’s obligations pay the Guaranteed Obligations (as defined in the Parent \39109424 Guaranty) when due and payable and its Obligations, indemnification obligations to the Lender Group hereunder each Assignor does Borrower and Parent hereby assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent for the benefit of the Secured Creditors, Lender Group a continuing first first-priority Lien (subject only to Permitted Liens) on and security interest (having the priority contemplated in the DIP Credit Agreement) in, and right of set-off against all of the right, rights title and interest of such Assignor in, Borrower (or Parent as applicable) in and to and under all assets of the following, such Borrower (or Parent as applicable) whether now existing or hereafter from time to time acquired: acquired and wherever located including without limitation all of the following (i) each and every Receivable, (ii) Contracts, together with all Contract Rights arising thereunder, other collateral provided by the Loan Parties under the other Loan Documents as security for the Lender Debt the "Collateral"):
(iii1) all Inventory, Receivables whether now owned or hereafter acquired;
(iv2) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, (xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, law all deposit accounts of the Parent or such Borrower including without limitation each Lockbox and each Lockbox Account and amounts held therein;
(3) all money and cash;
(4) all Records relating to items (1) through (3) above;
(5) all general intangibles (other than Receivables and rights under Contracts) including franchise rights licenses patents patent applications trade names and trademarks and Federal state and local tax refund claims of all kinds;
(6) all goods including without limitation all machinery equipment fixtures and all other tangible personal property as well as all of such types of property leased and all rights incident and interests with respect thereto under such leases (including without limitation options to purchase) together with all present and future additions and accessions thereto replacements therefor component and auxiliary parts and supplies used or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or be used in connection with the sale, assignment or transfer of any FCC License); and (xii) all Proceeds and products of any therewith and all substitutes for any of the foregoing and all manuals drawings instructions warranties and rights with respect thereto;
(7) all inventory and documents of title relating thereto;
(8) all Contracts to the extent not included in the definition of Receivables;
(9) all instruments investment property securities security entitlements and securities accounts;
(10) all Equity Interests held by each Borrower and the Parent;
(11) all Records relating to items (5) through (10) above; and
(12) all proceeds of any kind or nature of the above, collectively, foregoing. This Agreement will be deemed to be a security agreement within the "Collateral").
(b) The security interest meaning of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this AgreementUCC.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Applicable Obligations, each Assignor does hereby sell, assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent for the benefit of the relevant Secured CreditorsCreditors as their interests may appear, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) all Equipment, ;
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vi) the Cash Collateral Account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(vii) all Patents and CopyrightsCopyrights and all reissues, renewals or extensions thereof;
(viiviii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, ;
(viiiix) all insurance policies;
(x) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Instruments Documents and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause Instruments;
(xi) below), all Permits;
(ixxii) the Cash Collateral Account all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xixv) all goodwillInvestment Property;
(xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all Software and all Software licensing rights, going concern valueall writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xviii) all Supporting Obligations; and and
(xiixix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the "“Collateral"”); provided that notwithstanding the foregoing, the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor.
(b) The Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the Administrative Agent under security interest pursuant to this Agreement extends in any account or any money or other amounts due or to all become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include any Equity Interests owned or held by any Assignor and (iii) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other than (x) Collateral of the kind type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which is may be perfected by the subject filling of this Agreement which a UCC-1 financing statement in any Assignor may acquire at any time during the term of this Agreementrelevant jurisdiction.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(iiixi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property and Securities Accounts;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor Marks and all intellectual property rights therein and all other proprietary information causes of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accounts, Marks or unfair competition regarding the same;
(xixix) all goodwillPatents, going concern valuetogether with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all recorded data of any kind or nature, and any media on which the foregoing is recorded;
(xxii) all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization Supporting Obligations; and
(each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelyincluding this clause (xxiii), the "“Collateral"”); provided that no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Excluded Collateral (so long as same remains “Excluded Collateral” in accordance with the definition thereof).
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged and agreed that Notwithstanding anything to the contrary contained in this Agreement, the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest created hereby does not extend hereunder in motor vehicles, Letter-of-Credit Rights, cash, Deposit Accounts and Securities Accounts, in each case except to any assets owned the extent that a security interest in such types of Collateral can be perfected by any third Person (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) in the case of Designated Deposit Accounts, by the execution and delivery of a Deposit Account Control Agreement in accordance with Section 9.18 of the Credit Agreement and (iii) in the case of Letter of Credit Rights, by taking the respective actions described in Section 3.8 hereof (and not owned by the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this Section 1.1(c)).
(d) Notwithstanding anything to the contrary contained in this Agreement, no security interest is assigned, transferred, pledged or granted in any Assignor“intent-to-use” application for registration of a ▇▇▇▇ filed pursuant to Section 1(b) that are located at any Real Property sites of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act, to the extent that, and during the period in which, the assignment, transfer, pledge or grant of a security interest in such intent-to-use application would impair the validity or enforceability of any Assignorregistration that issues from that intent-to-use application under applicable federal law.
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the Term Collateral Agent, as security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims;
(vi) all Patents Software and Copyrights, (vii) all computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including, including but not limited to, to Trade Secrets Secret Rights, customer lists and all recorded data of any kind or nature, regardless of the medium or recording;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account all Deposit Accounts and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts(in each case, excluding Exempted Deposit Accounts);
(x) all Documents;
(xi) all goodwillEquipment;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks and any renewals thereof, going concern value, the goodwill of the business of such Assignor symbolized by the Marks and all causes of such Assignor's rights in, action arising prior to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by after the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer date hereof for infringement of any FCC License)of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Supporting Obligations; and and
(xiixxii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelythe “Collateral”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the "Collateral"Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.à.r.▇.) of any Foreign Corporation which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a guarantor of the Obligations of the Canadian Borrowers and their Subsidiaries and the European Borrower and its Subsidiaries, and (y) each Assignor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Assignor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
(b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any of its right, title or interest in any license, contract or agreement to which such Assignor is a party, to the extent, but only to the extent (and only for so long as) that such license, contract or agreement or applicable law prohibits the assignment of, or granting of a security interest in, such license, contract or agreement and such prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest therein.
(c) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(cd) It is acknowledged Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and agreed that the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that:
(x) the security interest created hereby does not extend granted pursuant to any assets owned by any third Person this Agreement (including pursuant to this Section 1.1) to the Collateral Agent for the benefit of the Secured Creditors (i) in the ABL Priority Collateral, shall be a First Priority Lien and (ii) in the Term Priority Collateral, shall be a Second Priority Lien, fully junior, subordinated and subject to the security interest granted to the Term Collateral Agent for the benefit of the Term Creditors in the Term Priority Collateral on the terms and conditions set forth in the Term Credit Documents and the Intercreditor Agreement and all other rights and benefits afforded hereunder to the Secured Creditors with respect to the Term Priority Collateral are expressly subject to the terms and conditions of the Intercreditor Agreement; and
(y) the Term Secured Parties’ security interests in the Collateral constitute security interests separate and apart (and not owned by any Assignorof a different class and claim) that are located at any Real Property sites of any Assignorfrom the Secured Creditors’ security interests in the Collateral.
Appears in 1 contract
Sources: u.s. Security Agreement (Aleris International, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, in each case a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) Contracts, together with all Contract Rights arising thereunder, cash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper ( including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, Commercial Tort Claims described in Annex H hereto;
(vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), Copyrights;
(ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, Equipment;
(x) all Deposit Accounts and all other bank, demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing;
(xi) all goodwillDocuments;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments (other than Instruments constituting Pledged Securities);
(xv) all Inventory;
(xvi) all Investment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, going concern valuetogether with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer recorded data of any FCC License)kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and and
(xiixxiii) all Proceeds and products of any and all of the foregoing (all of the above, collectivelyabove including this clause (xxiii), the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, for the benefit of the Secured CreditorsCreditors (and, to the extent the following constitutes "COLLATERAL" under, and as defined in, the Original U.S. Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Collateral Agent under the Original U.S. Security Agreement of), a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, Account;
(ii) all cash;
(iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder, ;
(iiiviii) all Copyrights;
(ix) all Equipment;
(x) all Units and Unit Certificates and MSO's;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory, ;
(ivxvi) all Equipment, Investment Property;
(vxvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, ;
(vixix) all Patents and Copyrights, Patents;
(viixx) all computer programs of such Assignor Permits;
(xxi) all Software and all intellectual property rights therein Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all other proprietary information recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments 's Collection Accounts and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account Lock Box Addresses and all moniesof such Assignor's interest in any Collection Account, securitiesand all moneys, securities and instruments and other investments deposited or required to be deposited in such Cash Collateral Collection Accounts or Lock Box Addresses;
(xxiv) the Disbursement Account and all moneys deposited or required to be deposited in such Disbursement Account;
(xxv) the Concentration Account and all moneys, securities and instruments deposited or required to be deposited in such Concentration Account;
(xxxvi) each Collection Bank Agreement to which such Assignor is a party and each other agreement entered into by such Assignor with any Collection Bank and all rights of such Assignor under each such agreement;
(xxvii) the Concentration Account Agreement and each other agreement entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under each such agreement;
(xxviii) the DB Account and all moneys, securities and instruments deposited or required to be deposited in the DB Account;
(xxix) all other bank, Deposit Accounts and all other demand, time deposit, time, savings, cash management, passbook, certificates of deposit passbook and similar accounts maintained by such Assignor with any Person and all moniesmoneys, securities, instruments Instruments and other investments deposited or required to be deposited in any of the foregoing accounts, foregoing; and
(xi) all goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xiixxx) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "CollateralCOLLATERAL").
(b) The security interest of the Administrative Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) It is acknowledged Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, in the event of any conflict between the provisions of this Agreement, the Intercreditor Agreement or any other Collateral Document and agreed the provisions of the Senior Secured Notes Documents, the terms of this Agreement, the Intercreditor Agreement and the other Collateral Documents shall prevail.
(d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to "deemed dividend" tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement.
(e) Notwithstanding anything to the contrary contained in this Agreement, (w) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term "Collateral" shall not include the Second Lien Excluded Collateral, (x) the term "Collateral" with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or in which Holdings has any direct right, title or interest, the grant or pledge of security interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be an Assignor with respect to the Second Lien Obligations for any purpose whatsoever, (y) to the extent that the granting or perfecting of any assets or property of the Assignors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Assignors (other than Holdings) have used commercially reasonable efforts to obtain such consent, the Second Lien Creditors shall not have a security interest created hereby does in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any such property or assets and (z) to the extent that a security interest in favor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Assignors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignoror property.
Appears in 1 contract
Sources: u.s. Security Agreement (Williams Scotsman of Canada Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Assignor in, to and under all of the followingfollowing personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired: (i) each and every ReceivableAccount; all cash; the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; all Chattel Paper (ii) including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto); all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections; all Contracts, together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other demand, (iii) deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; all Documents; all General Intangibles; all Goods; all Instruments; all Inventory, ; all Investment Property and Securities Accounts; all Letter-of-Credit Rights (iv) all Equipment, (v) whether or not the respective letter of credit is evidenced by a writing); all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor Marks and all intellectual property rights therein and all other proprietary information causes of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in action arising prior to or after the case date hereof for infringement of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Account and all monies, securities, instruments and other investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the foregoing accountsMarks or unfair competition regarding the same; all Patents, (xi) together with all goodwill, going concern value, and all causes of such Assignor's rights in, action arising prior to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by after the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer date hereof for infringement of any FCC License); and (xii) all Proceeds and products of any and all of the foregoing (all of Patents or unfair competition regarding the above, collectively, the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.same;
Appears in 1 contract
Sources: Credit Agreement (Town Sports International Holdings Inc)